U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        For year ended December 31, 2004
                           Commission File No. 0-28575

                         GLOBAL AIRCRAFT SOLUTIONS, INC.
                  (Formerly Renegade Venture (NEV) Corporation)
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                 NEVADA                                  84-1108499
                 ------                                  ----------
     (State or other jurisdiction of                 (I.R.S. Employer
      Incorporation or organization)                 Identification No.)

             6901 South Park Avenue
              Tucson, Arizona 85706                      (520) 294-3481
              ---------------------                      --------------
     (Address of Principal Executive Offices)         (Issuer's Telephone No.)

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

                        Securities registered pursuant to
             Section 12(g) of the Act: Common stock, $.001 par value

Check 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 such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for at least the
past 90 days. [X] Yes [ ] No


Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [X] Yes [ ] No

The registrant's revenues for its most recent fiscal year were $30,851,118. At
December 31, 2004, a total of 30,650,386 shares of common stock were
outstanding, and the aggregate market value of the shares of common stock of the
registrant held by non-affiliates on December 31, 2004, was approximately
$9,875,305 (based on the closing sales price of the common stock (as reported on
the OTC Bulletin Board maintained by the NASD on such date, which was $0.79 per
share).

<PAGE>


                           FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements and information relating
to Global Aircraft Solutions, Inc. ("Global") and its wholly owned subsidiaries
Hamilton Aerospace Technologies Inc. ("HAT") and World Jet Corporation ("World
Jet") that are based on the beliefs of our management as well as assumptions
made by and information currently available to our management. When used in this
report, the words "anticipate", "believe", "estimate", "expect", "intend",
"plan" and similar expressions, as they relate to Global, HAT, World Jet, or its
management, are intended to identify forward-looking statements. These
statements reflect management's current view of Global, HAT, and World Jet
concerning future events and are subject to certain risks, uncertainties and
assumptions, including among many others: relating to our results of operations,
competitive factors, shifts in market demand, and other risks and uncertainties
(including those described under "Risk Factors" below and elsewhere in this
report), our ability to generate sufficient working capital to meet our
operating requirements and service our indebtedness, our ability to refinance
our secured debt, or to convert such debt to equity, maintaining good working
relationships with our vendors and customers, our ability to attract and retain
qualified personnel, future terrorist-related activities, economic factors that
affect the aviation industry, changes in government regulation, increases in
fuel prices, and the overall economy.


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Global is a public company that trades in the U.S. over-the-counter market. Our
common stock is quoted on the OTC Bulletin Board under symbol GACF. Global was
formed as a holding company to establish, maintain and administer the equity and
debt funding of any acquired subsidiaries as well as maintain such
capitalization of any subsidiaries. Global is a holding company, and over 97% of
Global's operations are currently conducted by our two operating subsidiaries,
HAT which accounts for approximately 82% of Global's revenue and Word Jet which
accounts for approximately 15% of Global's revenue. Although a majority of
Global's business is conducted by its wholly owned subsidiaries, HAT and World
Jet. Global does report some revenue and operating expenses which represents
less than 10% of the overall consolidated revenue, expenses and assets of Global
on a stand alone basis. The operating expenses incurred by Global are for
administrative, legal and accounting functions associated with Global managing
the shares of its wholly owned subsidiaries as well as all activities related to
capitalizing and maintaining adequate capitalization levels for its
subsidiaries. The only revenue that has been reported by Global is revenue
derived from a contract with Mesa Airlines, beginning in the third quarter of
2003 and ending in December of 2004. This represents the first revenue produced
by the parent Company (Global) since consolidation with HAT. This work was
performed by HAT, but revenue and expenses were booked to Global because the
customer wanted to contract directly with HAT's parent (Global) rather than with
the wholly owned subsidiary (HAT).

HAT was organized on April 5, 2002 and World Jet was organized on April 22,
1997. Unless otherwise specified, the operations discussed below pertain to
operations of HAT since its inception on April 5, 2002 and the operations of
World Jet since January 1, 2004. On May 2, 2002, Global acquired newly formed
HAT, a Delaware corporation, in a stock-for-stock exchange. HAT was formed on
April 5, 2002, and began operations on April 15, 2002. HAT was created as a
provider of aircraft maintenance, repair and overhaul ("MRO") services to owners
and operators of Transport Category commercial jet aircraft. Its customers are
all aircraft operators or owners, including passenger and cargo air carriers,
and aircraft leasing companies. On July 15, 2004, (effective as of January 1,
2004), Global acquired World Jet, a privately owned Nevada corporation, located
at 6900 S. Park Ave., Tucson, AZ 85706, pursuant to a stock purchase agreement
whereby Global acquired 100% of the stock of World Jet for a total purchase
price of $2,050,000.00 payable as follows: 1) $1,250,000.00 in cash, 2)
$300,000.00 promissory note, and 3) 1,000,000 shares of Global stock at a price
of $0.50 per share as well as assuming all liabilities of World Jet including
the income tax liability for World Jet fiscal 2003. World Jet is an aircraft
parts sales and aircraft parts brokerage facility servicing aircraft operators,
aircraft leasing companies and MRO facilities.


HAMILTON AEROPSACE TECHNOLOGIES, INC. ("HAT")

HAT is an aircraft repair station licensed by the Federal Aviation
Administration (FAA) and by the Joint Aviation Authority of the European
Economic Community (JAA), and is known as an "Air Agency" in FAA parlance. Its
MRO services include maintenance, repair, overhaul and modification services for
narrow-body Transport Category aircraft, repair and overhaul services on a wide
range of aircraft components and aircraft interiors. Our major modification
services include the conversion of passenger aircraft to freighter configuration
and technical support for third party modification programs.

<PAGE>


While the airlines and large leasing operators get the lion's share of
attention, aircraft repair stations occupy a truly pivotal role for the
following reasons:

     First, no modification, service or repair can be made to any aircraft, nor
     can any parts be installed, inspected or certified, except by FAA-certified
     repair facilities.

     Second, aircraft require regular inspection and maintenance in accordance
     with FAA regulations and must regularly visit repair stations.

     Third, most operators must as a matter of economics rely on repair stations
     to obtain parts for them, and many operators rely on repair stations
     entirely to manage their parts usage and even their line fleet.

     Fourth, when operator customers have parts inventories to be disposed of or
     planes to be torn down and parted out, repair stations are called upon to
     do the work and find buyers for the parts.

     Fifth, because of their closeness to their operator customers, repair
     stations frequently are the first to learn of bargains on parts inventories
     and aircraft and frequently have first crack at finding a buyer or lessee
     for a customer aircraft.

     Sixth, repair stations can avoid many of the effects of aviation downturns
     because air fleets still must undergo scheduled maintenance irrespective of
     industry conditions. Even in a severe downturn when large numbers of
     aircraft are parked, aircraft storage can still be a profit center for
     repair stations.

     Seventh, HAT's extensive working relationships with aircraft leasing
     companies, airlines, subcontractors and vendors provides an ideal basis for
     identifying and evaluating further asset and company acquisitions.


Operations

As your jet rolls away from the gate and over the tarmac toward the runway, you
may have noticed at some airports the hangars in which large commercial jets
were being serviced. This is exactly what HAT does. HAT was created to provide
aircraft maintenance, repair, overhaul and modification services to owners and
operators of Transport Category commercial jet aircraft. Its customers are all
aircraft operators or owners, including passenger and cargo air carriers and
aircraft leasing companies.

When economic factors adversely affect the airline industry, they tend to reduce
the overall demand for aircraft maintenance and repair services, causing
downward pressure on pricing and increasing the credit risks associated with
doing business within the industry. Additionally, the price of fuel affects the
aircraft maintenance and repair markets, since older aircraft, which consume
more fuel and which account for most of our aircraft maintenance and repair
business, become less viable as the price of fuel increases. We cannot assure
you that economic and other factors that have affected the airline market in the
past and may affect the airline industry in the future will not adversely impact
our business, financial condition or results of operations. However, since
inception, HAT has aggressively increased its market share by focusing on
quality service, turn time and breadth of services offered.

MRO Services
------------
HAT is a full service aviation maintenance and modification repair facility that
primarily performs heavy maintenance and component overhaul of large narrow body
jets, such as the Boeing 727, 737, 757, DC9 and MD80 series aircraft. HAT
provides airport terminal "turn around" maintenance for most of the airlines
operating into Tucson International airport. HAT also has extensive engine
hush-kit experience including Federal Express and Raisbeck kits for Boeing 727
aircraft, ABX kits for DC9 aircraft, as well as Nordam and Av Aero kits for
Boeing 737 aircraft. Below is a brief description of HAT's core services:

     o    Routine minor and major maintenance (phase checks A, B, C and D)
     o    Corrosion control and prevention programs
     o    Structural inspections
     o    Avionic upgrades
     o    Interior reconfiguration and refurbishment
     o    Strip and paint services to operators' livery requirements
     o    Comprehensive systems and structural modifications
     o    Flight test support
     o    Component overhaul

<PAGE>


Regulatory Oversight

                                   Regulation

The aviation industry is highly regulated by the FAA in the United States and by
similar agencies in other countries. We must be certified by the FAA, and in
some cases authorized by the original equipment manufacturers, in order to
repair aircraft components and to perform maintenance and repair services on
aircraft. Commercial jets, like any other complex vehicles, require periodic
maintenance to allow for their safe and economical operation. Unlike many
vehicles, the repair and modification of such aircraft is highly regulated by
the various aviation authorities in each country of operation around the world.

In the United States, the Federal Aviation Administration (FAA) regulates the
manufacture, repair, overhaul and operation of all aircraft and aircraft
equipment operated in the U.S. pursuant to the Federal Aviation Regulations
(FARs). The FAA must certify each authorized repair station, and certified
facilities are issued an Air Agency Certificate. Each certificate contains
ratings and limitations that specifically authorize the repair station to only
perform certain types of services on specific makes and models of aircraft. FAA
regulations are designed to ensure that all aircraft and aircraft equipment are
continuously maintained in proper condition to ensure safe operation of the
aircraft. Similar rules apply in other countries. All aircraft must be
maintained under a continuous condition-monitoring program and must periodically
undergo thorough inspection and maintenance. The inspection, maintenance and
repair procedures for the various types of aircraft and aircraft equipment are
prescribed by regulatory authorities and can be performed only by certified
repair facilities utilizing certified technicians. Certification and conformance
is required prior to installation of a part on an aircraft. We closely monitor
the FAA and industry trade groups in an attempt to understand how possible
future regulations might impact us.

Aircraft maintenance and modification is a highly regulated industry, and a good
working relationship with the FAA is essential to the successful operation of an
FAA-approved Repair Station such as HAT. The policy of HAT management is to work
closely and proactively with the FAA, which has resulted in the relationship
needed to insure that when significant issues do occasionally arise between HAT
and the FAA they are addressed in a reasonable and constructive nature.
HAT holds FAA Air Agency Certificate #HOCR426X ("FAA Certificate") as an
authorized and approved FAA repair station, which permits HAT to service narrow
body large commercial jet aircraft. This certificate allows HAT the following
ratings: Instrument, Accessory, Limited Airframe, and Limited Engine for the
following aircraft (with certain limitations for each rating and aircraft):

RATING             MANUFACTURER          MAKE/MODEL
------             ------------          ----------
Airframe           Boeing                B-727-100-200 - All Series
                   Boeing                B-737-100/200/300/400/500 - All Series
                   Boeing                B-757- All Series, Limited
                   Douglas               DC-8 - All Series
                   Douglas               DC-9 - All Series
Power Plant        Pratt & Whitney       JT-3D
                   Pratt & Whitney       JT-8D
                   General Electric      CFM-56


HAT is inspected regularly by the FAA for conformity to federal regulations and
consistently passes those inspections with no significant discrepancies. Weekly
visits by the primary maintenance inspector (PMI) from the FAA provide
continuous monitoring of all HAT activities. HAT maintains a working
relationship with the FAA staff and all work is carried out according to the
standards and requirements of the FARs.

HAT also holds an equivalent certificate in the European Economic Community, JAA
Agency No. JAA.5903. Without the JAA certificate, HAT would not be allowed to
work on aircraft that operate in European Economic Community ("EEC") airspace.
Both certificates are in good standing. Licensure and regulation of aviation
companies is almost exclusively federal in nature.

Quality Assurance (which includes Quality Control and Inspection) and Production
functions are separate and distinct at HAT, as required by the FAA, and the
management of each is autonomous from the other, as federal law requires. Upon
completion, all work will have been fully documented as to the materials used,
parts and labor applied, and conformity to the approved data and FARs.


Aircraft Heavy Maintenance and Repair

Maintenance and repairs for narrow body commercial jet aircraft constitutes
HAT's core business. These services include simple repairs and servicing, heavy
maintenance referred to as a "C-check" and complete overhaul referred to as a
"D-check." In addition, HAT performs major configuration changes of commercial
aircraft, such as interior reconfiguration and conversion from passenger service
to cargo service. Each airline operator has a governmental-approved and mandated
maintenance schedule for each of its commercial aircraft on the line. Certain
maintenance is typically performed by the operator's maintenance personnel (for
example, daily line checks), while other, more substantial maintenance can be
self-performed or contracted out to certified repair stations such as HAT.

<PAGE>


As applied to large commercial jets, the term "maintenance" is a broad one that
includes regular and routine inspections, heavy maintenance ("C-checks"),
scheduled major overhauls ("D-checks"), Airworthiness Directives, Service
Bulletins, Structurally Significant Inspection Documents ("SSIDs"), and other
aging aircraft requirements to assure the continued integrity of commercial
aircraft. All such services are performed under FAA regulations, and only a
licensed facility can provide them.

HAT provides services for each aircraft under a Maintenance and Service
Agreement (MSA) with each operator. These contracts are generally fixed-price
labor-only, with a cap on hours expended on unforeseen repairs. Parts are either
provided by the operator or can be procured by HAT and resold to the operator.
Delivery of the aircraft to and from HAT's facility are at the operator's cost
and risk, and HAT requires each operator to execute a Final Acceptance and
Release which acknowledges that the services have been performed properly, that
the commercial aircraft is airworthy, and which, apart from contractual
warrantees, releases HAT from any financial or legal responsibility with respect
to the aircraft and services. With certain long-term customers such as Jetran
International, Pegasus and Falcon Air, HAT has entered into a General Terms
Agreement, which is an umbrella agreement that covers the general framework for
all services HAT expects to render to the customer.

HAT is qualified to perform all levels of maintenance service from pre-flight
checks up through complete major overhauls ("D" checks). Because of its low
overhead structure and the experience of its employees, HAT is widely recognized
throughout the industry as a provider of cost-effective, quality maintenance
services for Boeing 727 and 737 and DC9/MD80 aircraft. HAT is now building its
reputation in the newly entered Boeing 757 market.

In addition to scheduled maintenance services, HAT also offers refinishing,
painting and return-to-service maintenance. HAT also offers numerous related
services, such as worldwide commercial aircraft pre-purchase inspection and
appraisal services, post-purchase configuration, maintenance and operational
program development, post-contract and post-lease condition assessment,
commercial aircraft accident assessment and recovery, flight line maintenance,
termination of lease recovery, and aircraft storage and storage maintenance.


Component Overhaul

In order to better support its aircraft maintenance operations, HAT has been
developing its component overhaul capabilities. HAT performs maintenance, repair
and overhaul of airframe components, including fairing panels, nacelle systems
and exhaust systems, and refurbishes aircraft interior components. Not only do
these activities enjoy high profit margins, but existing and potential customers
also tend to view extensive component back shop capabilities positively.


Modification Services

HAT modification services include passenger to cargo conversions, engine noise
suppression, power plant retrofits, and avionics upgrades to the latest in
navigation, communication, and digital technology. HAT also provides interior
replacement and refurbishment services as well variety of custom seating
arrangements to meet operators' requirements, including all types of commercial
configurations as well as special purpose interiors for sports teams,
humanitarian missions or VIP aircraft.

HAT plans to opportunistically grow its modification services. However, HAT
intends at this time to concentrate its business-building efforts in its primary
maintenance services.


Market

Narrow body commercial airliners (Boeing 727s, 737s, 757s, DC9s, MD80s) are
HAT's primary market for selling aircraft maintenance, repair, and component
overhaul services. Major commercial airlines, lower-tier airlines, package
carriers, and charter operators operate these aircraft. We estimate that the
worldwide market for MRO services is approximately $40 billion annually. HAT's
target market of specific narrow body commercial jet aircraft constitutes an
estimated 25% of the worldwide commercial aircraft maintenance market. Due to
the relatively small portion of its revenues that come from activities other
than its core MRO services, HAT has not examined the markets for those other
activities.


Customers and Revenue Streams

When it was first launched, HAT concentrated its marketing efforts on so-called
"Tier 2" operators of older, narrow-body commercial jets, particularly Boeing
727 aircraft. HAT has expanded those efforts and now pursues both Tier 1 and
Tier 2 narrow-body operators of 727, 737, 757, MD80 and DC9 aircraft..

HAT's customers include Shaheen Airlines, a Pakistani air carrier, Teebah
Airlines, a Jordanian aircraft leasing company, Jetran International, an
aircraft trading and leasing company, Falcon Air Express, a 121 United States
passenger operator, Aero Micronesia, a 121 freight operator, Aero California, a
Mexican airline, Pegasus Aviation, a large aircraft leasing company and
long-time Hamilton Aviation customer, as well as a number of smaller customers.
HAT is working to increase and diversify its customer base and expects to sign
more large maintenance contracts.

<PAGE>


Ancillary Activities and Services

In addition to its core maintenance, repair, component overhaul and modification
services, HAT opportunistically generates additional income from the following
revenue sources encountered in the course of the company's day-to-day business
activities:

     o    Distress purchases: Hamilton is able to buy planes and parts at
          pennies on the dollar, re-certify parts, engines and airframes and
          resell them at a profit.

     o    Parts Sales: Hamilton generates revenue on all parts it installs in
          customer aircraft.

     o    Commission Sales: Hamilton buys parts on request for customers that
          don't maintain parts inventory and charges a commission for that
          service.

     o    Aircraft storage: Hamilton offers environmentally favorable aircraft
          storage to aircraft operators and has some 60 aircraft parked on its
          ramp for which the customers are paying both tarmac space rental and
          storage maintenance labor and components charges. Because it costs
          tens of thousands of dollars to fly them to another comparable
          facility, most of these aircraft will be returned to service at a cost
          of hundreds of thousands of dollars each in new work for Hamilton.

     o    Inspection and Certification: Hamilton charges a service to inspect
          and to re-certify parts, engines and airframes for customers.

     o    Aircraft Sales and Leasing Commissions: Hamilton takes full advantage
          of its position as a maintenance provider to earn commissions on
          aircraft sales or leases.

     o    Aircraft Ferry and Flight Crew Services: Hamilton offers aircraft
          ferry service and flight crew operations, to shuttle aircraft for
          maintenance or repositioning. Contract crews are used in order not to
          create additional overhead.

     o    Labor Contracting: Hamilton provides teams of technicians to
          understaffed competitors on a contract basis, or as field teams to
          rescue distressed aircraft in remote locales.

These other services are synergistic in that each can generate additional
services and opportunities. For example, as described above HAT typically gets
the maintenance and overhaul work on aircraft stored on its tarmac, due to the
tens of thousands of dollars often required to relocate such aircraft. HAT also
frequently gets the first offer to buy or broker aircraft due to knowledge of
the industry and its ability inspect, appraise, and return the aircraft to
service on a turn-key basis in accordance with the new operator's
specifications. These opportunities exist due to the strategic market position
that aircraft repair stations, such as HAT, occupy at the center of the aviation
industry.

WORLD JET CORPORATION, INC. ("WORLD JET")
-----------------------------------------

Operations and Services
-----------------------

World Jet sells and brokers the sale of aircraft parts, airframe components,
engines and engine materials including Expendables, Rotables and Consumables.
Expendable are miscellaneous hardware items such as nuts, bolts, rivets, screws,
etc. used as part of the aircraft part installation and service process.
Rotables are serialized aircraft parts and components that are FAA certificated
and tracked as FAA certified parts. Consumables are miscellaneous supplies such
as sealants, grease, oil, lubricants, tape, etc. that are used and consumed in
conjunction with the installation of Expendables and Rotables. World Jet brokers
the sale of aircraft parts, airframe components, engines and engine materials
and also maintains an inventory of it's own overhauled aircraft parts, airframe
components, engines and engine materials for re-sale. When brokering such
materials and parts, World Jet introduces other aircraft parts sellers with
aircraft parts consumers who are in need of certain aircraft parts and receives
a brokerage commission for arranging such sale. World Jet also maintains an
inventory of aircraft parts, airframe components, engines and engine materials
for resale that World Jet obtains from distressed companies and by purchasing
aircraft and salvaging and overhauling parts removed there from. If any parts
purchased by World Jet from distressed companies or removed and salvaged from
aircraft purchased by World Jet require any repairs or overhaul, World Jet out
sources such repair and/or overhaul work to an FAA approved repair and overhaul
facility which must comply with FAA regulations regarding the traceability of
certificated aircraft parts. World Jet services aircraft operators, aircraft
leasing companies and MRO facilities such as HAT. World Jet is recognized by the
Airline Suppliers Association ("ASA") as an ASA-100 (FAA Advisory Circular
00-56) accredited supplier of aircraft parts. This certification, audited
annually, is recognized and accepted by the FAA for suppliers of replacement
aircraft parts.

<PAGE>


                           Key Operational Strategies

Business Philosophy

Management has rejected a policy of growth for growth's sake in favor of
focusing on profitability and building a good reputation for Global's operations
group by limiting work contracts to those perceived to have a high probability
of success. This strategy is also very beneficial to the company's marketing
efforts in that a good track record of maintenance and modification contracts
delivered successfully on-time and on-budget is by far the most potent tool for
securing new work contracts.

The principal focus of the operations group at Global is the implementation of
strategies to enhance worker productivity, which include assigning dedicated
crews and dedicated project managers to each aircraft in work, ongoing training
for supervisors, project managers and quality control personnel, and improving
material flow to each job site.

In managing its operations, the Company is committed to continuously evaluating
the adequacy of its management structure and its existing systems and
procedures; including its quality control, financial, and internal controls
systems. Global is focused on maintaining a small, but tightly knit and
multi-tasking, highly experienced management team.


Goals

Corporate goals are very narrow and focused.  They are:

     o    Maximize the profitability of the Company's operations group.

     o    Optimize the Company's debt and capital structure.

     o    Cautiously build Company value through the strategic exploitation of
          synergistic arbitrage and acquisition opportunities.


Marketing Strategies

HAT has identified maintenance and modification of the Boeing 727, 737 and 757
and the DC-9/MD80 jet aircraft as its major target markets through at least
2005. Although aircraft maintenance is a multi-billion dollar annual industry,
in many ways it is a very tightly knit community in which many key players are
well known to one another. As a result, there exists a surprisingly efficient
flow of information throughout the industry that makes a company's reputation by
far its most important marketing asset.

The market for HAT's aircraft maintenance and modification services, although
global in scope, is made up of a relatively small number of aircraft owners and
operators. As such, HAT does not rely on media advertising, but rather focuses
its marketing efforts on building personal relationships with the aircraft
owners, operators, operations managers, consultants, customer representatives
and key industry vendors that make up this surprisingly tight knit international
aviation community.

World Jet's marketing plan centers around building a loyal base of customers by
providing quality service. World Jet is one of a limited number of parts brokers
who provide 24-hour AOG, (aircraft on ground), coverage to its customers. World
Jet strives to broaden its customer base by building inventories, through
bargain purchases and securing consignment arrangements for large inventories,
which provide customers with a broad range of parts availability.

While Global does provide press releases to industry trade journals, the
majority of its advertising budget is spent on "wining and dining" or otherwise
entertaining customers and customer representatives on a face-to-face basis.
Some of these meetings are made at industry trade conferences or at the
customer's offices. More frequently, these meetings take place in Tucson when
the customer or his representative visits to inspect the Company's facilities or
aircraft stored at the HAT facility. Since the most potent marketing tool
available to any repair station is a good reputation for delivering aircraft
back to its customers on time and on budget, much of HAT's "marketing" really
consists of maintaining good communication, performing well and otherwise making
sure that each maintenance visit is an enjoyable experience for the customer and
his on-site representatives or consultants. The marketing strategies described
here have kept, and are keeping, HAT fully booked or over booked for the
foreseeable future. Accordingly, HAT has no plans to change its marketing
approach at this time.

Global regularly provides press releases on major jobs and provides interviews
for trade journals as a method for maintaining visibility in the industry. HAT
also maintains a web site that describes its facilities, personnel and
capabilities at www.globalaircraftsolutions.com

<PAGE>


                                   Competition

The barriers to entry in the commercial jet maintenance and modification
business are very high due to the stringency of FAA regulation, the complexity
and sophistication of modern jet aircraft, and the reluctance of operators to
entrust their aircraft maintenance to new, unproven start-up facilities. Even if
a new entrant succeeds in completing the very costly and time consuming process
of obtaining FAA approval for a new repair station, they are then faced with the
difficult task of convincing operators to input aircraft into an unproven
facility that will necessarily experience learning curve cost overruns and
delays.

Given the many billions of aircraft maintenance dollars spent each year, and the
relatively limited number of approved repair stations, much of the meaningful
competition in today's aircraft maintenance industry is not so much competition
for customers as it is for qualified personnel to perform the work. In view of
the importance of employing highly competent personnel in the quality critical
field of commercial aircraft maintenance, HAT's pay scales generally meet or
exceed national standards. Also, HAT has been very successful in recruiting key
personnel by focusing on providing a good quality work environment and due to
the desirability of Tucson's lifestyle.

In the local area, HAT's major competitor for narrow-body aircraft maintenance
work is Evergreen Air Center, which is located in Marana, Arizona and employs
approximately 500 people. Evergreen Air Center services Evergreen Airline's
fleet of Boeing 747 and McDonnell Douglas DC-9 commercial aircraft and provides
services to outside customers.

Nationally, Hamilton Aerospace competes in the narrow-body segment of the market
with Tramco, owned by Goodrich Corporation and located in Seattle, Washington;
AAR Group, Inc., located in Oklahoma City, Oklahoma; Mobile Aerospace, located
in Mobile, Alabama; Timco, located in Greensboro, North Carolina, Macon,
Georgia, and Lake City, Florida; FlightStar, located in Jacksonville, Florida;
Commercial Jet Miami, located at Miami, Florida and Avborne Heavy Maintenance,
located at Miami, Florida. Internationally, Hamilton Aerospace competes with
Coopesa, located in San Jose, Costa Rica and Aeroman, part of the Taca Groupa,
located in San Salvador, El Salvador.

Because World Jet is a parts broker, the most significant determiner of
competitive advantage for World Jet is parts availability. Major parts' brokers
competing in the marketplace with World Jet include: Pac Air Industries, Unical
Aviation, Pacific Air Industries, Volvo Aero, Aero Controls, AAR-Allen Aircraft,
Kellstrom Industries, Broward Aviation, Memphis Group, ABX-Air, A.J. Walter,
Turbo Resources, Jet Accessory Center, Aero Inventory-UK, American Jet
Industries, Continental A/L and Wencor West.


Operations Strategies

Through experience, the management team at HAT has learned that, in the aircraft
maintenance business, taking on too much work results in reduced profit margins,
dissatisfied customers and, ultimately, the loss of future business. On the
other hand, limiting work contracts to the number and type that can be performed
effectively results in improved profit margins and increased future business
opportunities.

Also, for budgetary purposes, most aircraft maintenance customers today prefer
fixed-bid contracts on their scheduled maintenance checks. This offers efficient
well-managed repair stations the opportunity to significantly improve their
profit margins, while still maintaining customer satisfaction.

By maintaining small, tightly knit work crews, retaining experienced crew chiefs
and carefully screening work contracts, HAT has found that it can routinely come
under budget on scheduled aircraft maintenance contracts fix-priced at rates
widely accepted by the industry. Accordingly, while mindful of the need for
long-term growth by the Company, Management is presently focused on pursuing a
strategy of maximizing operations profitability and customer satisfaction in
favor of rapid growth.

Financial Strategies

The principle financial strategy of Global is to secure equity and/or debt
financing sufficient to insure the efficient day-to-day operation of the HAT and
World Jet facilities and enable the Company to provide reasonable payment terms
to creditworthy customers. Management is also interested in securing additional
funding for the purpose of certain productivity-improving or synergistic
acquisitions and other asset-based business opportunities. Since HAT and World
Jet are profitable, Global can, if necessary, meet its financial requirements
internally. However, the equity and/or debt financing currently pursued by
Management will greatly accelerate the growth of value in Global. Consequently,
while Management is aggressively seeking to secure additional financial
resources, it has no interest in entering into overly dilutive equity funding or
onerous debt financing.

Business Development Strategies

As described in Operations Strategies above, Management is, for the foreseeable
future, taking a conservative approach to growing the core aircraft maintenance
services business in favor of more aggressively seeking to increase operating
profit margins and customer satisfaction. In practical terms, this translates

<PAGE>


into annual sales revenue growth rates of no more than 20% in the Company's core
aircraft maintenance business. Growing our parts sales business at World Jet
will be positively affected by the multi-million dollar consignment agreement
with Jetran International that was completed during the 4th quarter of 2004.
(see 8-K/A filed 12/09/2004). A growth rate in the parts sales side of the
business can be expected to be in the range of 20% to 25% per year. There does
exist significant growth opportunities for Global by expanding some of the
business activities related to HAT's and World Jet's core businesses such as
aircraft sales and leasing, as well as aviation consulting services.

Distressed aviation assets often come to the attention of HAT, as a maintenance
service provider and aircraft storage facility, prior to becoming known to the
market at large. Frequently, such assets can be placed with end-users known to
HAT. These arbitrage opportunities can involve distressed parts inventories,
distressed aircraft that can be torn down for parts, or distressed aircraft that
can be purchased, repaired and sold or leased at a profit. These types of
arbitrage opportunities annually represent tens of millions of dollars of
additional lucrative potential business available to HAT. At present these
opportunities are limited by HAT's lack of access to capital. As Global gains
more access to capital from outside sources or as a result of Company operating
profits, management anticipates the revenue to Global from these types of
opportunistic arbitrage transactions will become a significant portion of
Global's future growth.

The large aircraft repair business is highly competitive. Revenues are sensitive
to adverse changes in the air carrier business. The heavily regulated airline
industry, however, requires scheduled maintenance and repair services
irrespective of industry economics, thus providing a reasonably steady market
for HAT's services and for World Jet's parts. HAT competes principally on the
high quality of its services, its price competitiveness due to its location in
the Southwest and low labor rates, its dry, mild climate and ability to do many
MRO projects outdoors, and the low cost of its Tucson facility. World Jet
competes on parts availability, time of delivery, and competitive pricing.


                            Employees and Employment

At December 31, 2004 a total of approximately 150 employees were employed by
HAT. World Jet has approximately 20 employees consisting of sales staff and
administrative personnel. In connection with the acquisition of World Jet by
Global, Global retained the entire World Jet staff including key sales and
management personnel to maintain customer contacts and relations to assure a
smooth and consistent administration of operations.

All employees are highly trained and qualified. During the last quarter of 2003,
a reassessment of the HAT business plan resulted in the decision to employ a
work force whose number would be adequate to handle the workflow without
downtime in slower periods. This decision was focused on increased efficiency
and profitability. The employment capacity of the facilities currently occupied
by HAT is estimated to be at least up to 500 full-time employees working two
staggered shifts, which allows for considerable growth in the future. Global,
World Jet and HAT are non-union and believe that their relationships with
employees are good. HAT's management is also experienced in the hiring,
training, and retention of people necessary to operate its repair, maintenance
and modification facilities.

Based upon the available talent pool, Global, World Jet, and HAT believe that
their needs for labor will be addressed adequately in the future. This includes
the key technical positions that require licensure by the FAA. The Company does
not expect that identifying; attracting and retaining qualified personnel in any
of the key areas will be difficult.

In addition, Pima Community College, located in Tucson, has been training
mechanics since 1991. Pima operates a major new training facility adjacent to
HAT's facility. HAT works closely with Pima to apprentice new Pima students to
work at HAT and to hire experienced Pima alumni.

Due to complexity of aircraft maintenance operations, it is essential that HAT
employ highly experienced and highly competent people in key management
positions. This is necessary both to attract and keep business and to maintain
HAT's good standing with the FAA. Accordingly, HAT has found it most cost
effective to attract and keep key personnel by offering attractive salaries,
while aggressively replacing those key employees who, after given a reasonable
opportunity to do so, fail to successfully meet their job requirements. While
this may seem harsh, the critical public safety issues associated with
commercial aircraft maintenance require that HAT quickly identify and address
any shortcomings in the oversight of its activities.

Similarly, in an industry where aircraft down time represents tens of thousands
of dollars a day in lost revenue, and a misdrilled hole or a bolt left in an
engine inlet can cost tens of thousands of dollars to address, HAT has found it
most cost effective to pay its production personnel wages at the higher end of
national standards while demanding in return a high level of professionalism
from its employees. To insure that a good level of communication is maintained
with all employees, HAT provides regular written evaluations to all employees.

<PAGE>


                                Product liability

Our business exposes us to possible claims for personal injury or death, which
may result from the failure of an aircraft or an aircraft part repaired or
maintained by us or from our negligence in the repair or maintenance of an
aircraft or an aircraft part. While HAT maintains what we believe to be adequate
liability insurance to protect us from claims of this type, based on our review
of the insurance coverage maintained by similar companies in our industry, we
cannot assure you that claims will not arise in the future or that our insurance
coverage will be adequate. Additionally, there can be no assurance that
insurance coverage can be maintained in the future at an acceptable cost. Any
liability of this type not covered by insurance could materially adversely
affect our business, financial condition or results of operations.


                                Industry Overview

As is the case in most industries, the aviation industry is cyclical in nature.
Historical evidence suggests that the typical business cycle in the aviation
industry has a duration of approximately 10 years peak to peak. The aviation
industry appeared by mid-2001 to be headed into a prolonged downturn, and this
trend was violently accelerated by the event of September 11th. Since September
11, 2001, at least five major repair stations either ceased doing business or
filed for Chapter 11 protection. This factor has restricted the supply of
services to the industry and opened up an opportunity for Global. Air carriers
such as United Airlines also have filed for Chapter 11 protection. The recession
in the aviation industry appears to have bottomed out with some indications of a
rebound now appearing on the horizon. We believe that the following trends are
currently affecting the aviation industry and our operations in particular:


     Growth in the Market for Aircraft MRO Services

     The Boeing 2003 Current Market Outlook Report projects that the average
     worldwide passenger growth will be 5.1% per year through 2022. Similarly,
     The Boeing 2003 Current Market Outlook Report projects that the average
     worldwide cargo traffic growth will be 6.4% per year through 2022. We
     anticipate that these factors will in the long term increase the demand for
     maintenance and repair services. Based on this and other data, HAT
     estimates the worldwide market for MRO services at approximately $40
     billion annually and that approximately $5 billion of that amount will be
     provided in North America. We believe airlines perform approximately well
     over half of the North American services and that the balance is performed
     by independent facilities such as HAT.


     Diversified Services and Strong Competitive Position

     Our services include a wide range of aircraft maintenance and repair
     services across a number of different airframes. The breadth of our
     services allows us to be a vendor of choice to our customers in a highly
     fragmented industry. HAT competes principally on the high quality of its
     services, its price competitiveness due to its location in the Southwest
     and low labor rates, its dry, mild climate that allows services to be
     performed with only rare weather interruptions and to do much of its
     service out of doors, and the low cost of its Tucson facility.


     Emphasis on Quality

     The FAA and JAA license our MRO facility. We emphasize quality and on-time
     delivery to our customers. We are focused on meeting and exceeding FAA and
     JAA requirements. As industry, regulatory and public awareness have focused
     on safety, our ability to meet and exceed these requirements on a
     consistent basis has become important to customers.


                      RISK FACTORS RELATING TO OUR BUSINESS

In addition to the other information contained in or incorporated by reference
into this Form 10-KSB, you should carefully consider the following risk factors
and other information contained in this report.

Problems in the Airline Industry
--------------------------------
Problems in the airline industry could adversely affect our business. Since our
customers consist primarily of passenger and cargo air carriers and aircraft
leasing companies, the lingering effects of the terrorist events of September
11, 2001 continue to adversely impact the airline industry and consequently
adversely impact our business. However, it does affect our business to a much
lesser extent than it affects MRO firms that rely heavily on major airlines for
business. When economic factors adversely affect the airline industry, they tend
to reduce the overall demand for maintenance and repair services, causing
downward pressure on pricing and increasing the credit risks associated with
doing business with airlines. We cannot assure you that economic and other
factors, which may affect the airline industry, will not adversely impact our
business, financial condition or results of operations. Such adverse effects in
the airline industry, can also adversely affect our aircraft parts sales
business conducted by our wholly owned subsidiary, World Jet. Any event or
occurrence that adversely impacts the aircraft maintenance industry will also
adversely impact the aircraft parts sales industry because aircraft parts sales
are directly related to the demand for maintenance of aircraft.

<PAGE>


Increasing Cost of Jet Fuel
---------------------------
The potential for increasing costs in jet fuel prices may adversely affect our
business. The price of jet fuel affects the maintenance and repair markets,
since older aircraft, which consume more fuel and which account for most of our
maintenance and repair services business, become less viable as the price of
fuel increases.

Terrorist Attacks
-----------------
The events of September 11th have had a negative impact on the airline industry
in general, and thereby indirectly on us. Factors arising (directly or
indirectly) from these terrorist attacks which could affect our business may
include: (i) the impact of these terrorist attacks and the impact in declines in
air travel as a result of these terrorist attacks on the financial condition of
one or more of our airline customers, (ii) possible increases in jet fuel prices
as a result of events relating to these terrorist attacks, (iii) potential
reductions in the need for aircraft maintenance due to declines in airline
travel and cargo business and (iv) the adverse effect these terrorist attacks,
or future events arising as a result of these terrorist attacks, on the economy
in general.

Aviation Industry is Subject to Heavy Government Regulation
-----------------------------------------------------------
As discussed earlier, the aviation industry is highly regulated by the FAA in
the United States and by similar agencies in other countries. We must be
certified by the FAA, and in some cases authorized by the original equipment
manufacturers, in order to repair aircraft components and to perform maintenance
and repair services on aircraft. Commercial jets, like any other complex
vehicles, require periodic maintenance to allow for their safe and economical
operation. Unlike many vehicles, the repair and modification of such aircraft is
highly regulated by the various aviation authorities in each country of
operation around the world.

In the United States, the Federal Aviation Administration (FAA) regulates the
manufacture, repair, overhaul and operation of all aircraft and aircraft
equipment operated in the U.S. pursuant to the Federal Aviation Regulations
(FARs). The FAA must certify each authorized repair station, and certified
facilities are issued an Air Agency Certificate. Each certificate contains
ratings and limitations that specifically authorize the repair station to only
perform certain types of services on specific makes and models of aircraft. FAA
regulations are designed to ensure that all aircraft and aircraft equipment are
continuously maintained in proper condition to ensure safe operation of the
aircraft. Similar rules apply in other countries. All aircraft must be
maintained under a continuous condition-monitoring program and must periodically
undergo thorough inspection and maintenance. The inspection, maintenance and
repair procedures for the various types of aircraft and aircraft equipment are
prescribed by regulatory authorities and can be performed only by certified
repair facilities utilizing certified technicians. Certification and conformance
is required prior to installation of a part on an aircraft. We closely monitor
the FAA and industry trade groups in an attempt to understand how possible
future regulations might impact us.

There is no assurance that new and more stringent government regulations will
not be adopted in the future or that any such new regulations, if enacted, will
not materially adversely affect our business, financial condition or results of
operations. Further, our operations are also subject to a variety of worker and
community safety laws. In the United States, the Occupational Safety and Health
Act mandates general requirements for safe workplaces for all employees.
Specific safety standards have been promulgated for workplaces engaged in the
treatment, disposal or storage of hazardous waste. We believe that our
operations are in material compliance with health and safety requirements under
the Occupational Safety and Health Act. There is no assurance that the company
will retain current regulatory agency certification or be able to obtain future
required regulatory agency certifications.

Dependence on a Small Number of Customers
-----------------------------------------
For the partial year ended December 31, 2002, our 2 largest continuing customers
accounted for approximately 80% of our total revenues, and our largest
continuing customer accounted for approximately 43% of total revenues. For the
year ended December 31, 2003, our 2 largest continuing customers accounted for
36% of our total revenues and our largest continuing customer accounted for
approximately 25% of total revenues. Five customers accounted for 74% of our
total 2003 revenue. For the year ended December 31, 2004, our 2 largest
continuing customers accounted for 34% of our total revenues and our largest
continuing customer accounted for 21% of total revenues. The broadening of our
customer base has spread the risk associated with the failure of a significant
customer. Efforts are continually being made to broaden and strengthen our
customer base. While the relative significance of customers varies from period
to period, the loss of, or significant curtailments of purchase of our services
by, one or more of our significant customers at any time could adversely affect
our revenue and cash flow. The customers upon whom the Company relies for 10% or
more of its revenue as of the year ending December 31, 2004 are as follows:
<TABLE>
<CAPTION>

HAT                                                        WORLD JET

Customer                      Percentage of Revenue       Customer            Percentage of Revenue
--------                      ---------------------       --------            ---------------------

<S>                                <C>                                                 <C>
Shaheen Airlines                   26%                     HAT                         37%
Teebah Airlines                    16%                     Aircraft LLC                27%
Jetran International Ltd           13%
Falcon Air Express                 13%
</TABLE>

<PAGE>


HAT was World Jet's largest customer for the year ended December 31, 2004,
accounting for 37% of World Jet's revenue. Since HAT and World Jet now operate
as wholly owned subsidiaries of Global, any significant adverse events that
affect HAT and Global will also adversely impact World Jet. Likewise, any
significant curtailment in purchases of aircraft parts by one or more of World
Jet's significant customers could adversely affect World Jet's revenues and cash
flow.

Lease of Property
-----------------
Global's wholly owned subsidiary, Hamilton Aviation Technologies, Inc. ("HAT"),
is currently conducting operations on leased property at the Tucson
International Airport. The lease was initially executed on April 1, 2003. The
lease was month to month and permitted HAT to apply for a multi year lease. The
lease was initially drafted on a month-to-month basis because HAT lacked the
necessary capitalization required by the Tucson International Airport Authority
for a multi year lease. As consequence of a private placement of securities
under a Rule 506, Regulation D offering, Global's wholly owned subsidiary, HAT,
now meets the capitalization requirements of the Tucson International Airport
Authority for a multi-year lease. (see Note 18, Subsequent Events, in the
footnotes to the Audited Financial Statements included as part of this report.)

Risk of Operating in One Location
---------------------------------
Global conducts more than 97% of its operations through its two wholly owned
subsidiaries, HAT and World Jet, at 6901 and 6900 South Park Avenue, Tucson,
Arizona respectively. While World Jet serves as HAT's parts supply facility for
aircraft parts at 6900 South Park Avenue Tucson, Arizona, and accounts for 15%
of Global's total revenue, the repair and maintenance operation of HAT located
at 6901 South Park Avenue, Tucson, Arizona comprises approximately 82% of
Global's revenue. By having only one location for aircraft repair and
maintenance HAT is at risk of temporary or permanent cessation of all operations
should HAT encounter an event which renders its facility unusable for any period
of time or HAT encounters any issues or problems related to the use of the
facility at this location.

Although World Jet represents only 15% of Global's operations, World Jet
operates out of only one location in Tucson, Arizona and cessation of operation
at this location due to events which render the facility unusable for any period
of time will correspondingly adversely impact Global's operations and revenue
stream. Since World Jet maintains its entire parts inventory at this one
location, any damage to or destruction of this facility and/or the inventory
will also adversely impact the Company.

Reliance on Executive Officers and Key Employees
------------------------------------------------
Our continued success depends significantly upon the services of our executive
officers and upon our ability to attract and retain qualified personnel in all
of our operations. While we have or are issuing employment agreements with each
of our executive officers and certain of our key employees, most of our
employees are employed on an at-will basis. The loss of one or more of our
executive officers and of a significant number of our other employees without
capable replacements could materially adversely affect our business, financial
condition or results of operations.

Competition
-----------
The airline industry and the markets for our products and services are extremely
competitive, and we face competition from a number of sources. Our competitors
are other companies providing MRO services. Certain of our competitors are
currently experiencing financial difficulties, and some or all of them may
respond to their financial difficulties by reducing prices on their services to
increase or retain market share. Any material deterioration in our financial
condition is likely to affect our ability to compete with price-cutting by our
competitors. Some of our competitors have substantially greater financial and
other resources than us. We cannot assure you that competitive pressures will
not materially adversely affect our business, financial condition or results of
operations.

Product Liability
-----------------
Our business exposes us to possible claims for personal injury or death, which
may result from the failure of an aircraft or an aircraft part repaired or
maintained by us or from our negligence in the repair or maintenance of an
aircraft or an aircraft part. While HAT maintains what we believe to be adequate
liability insurance to protect us from claims of this type, based on our review
of the insurance coverage maintained by similar companies in our industry, we
cannot assure you that claims will not arise in the future or that our insurance
c overage will be adequate. Additionally, there can be no assurance that
insurance coverage can be maintained in the future at an acceptable cost. Any
liability of this type not covered by insurance could materially adversely
affect our business, financial condition or results of operations.

Susceptibility to Other Liability Claims
----------------------------------------
Our business exposes us to possible claims for personal injury or death, which
may result if we were negligent in repairing or overhauling an airplane. We
cannot assure you that claims will not arise in the future or that our insurance
coverage will be adequate to protect us in all circumstances. Additionally, we
cannot assure you that we will be able to maintain adequate insurance coverage
in the future at an acceptable cost. Any liability claim not covered by adequate
insurance could materially adversely affect our business, financial condition or
results of operations.

Reports to Security Holders
---------------------------
We are subject to the informational requirements of the Securities Exchange Act
of 1934 as a "small business" issuer. Accordingly, we file annual, quarterly and
other reports and information with the Securities and Exchange Commission. You
may read and copy these reports and other information we file at the Securities
and Exchange Commission's public reference rooms in Washington, D.C., New York,
New York, and Chicago, Illinois. Our filings are also available to the public
from commercial document retrieval services and the Internet website maintained
by the Securities and Exchange Commission at www.sec.gov.

<PAGE>


ITEM 2. DESCRIPTION OF PROPERTY

The principal executive offices for both Global and Hamilton Aerospace are
located at the Hamilton Aerospace hangar facilities in Tucson, Arizona at Tucson
International Airport. This favorable location provides 360 days of sunshine per
year together with extremely low humidity year round. These facilities are
situated on the northwest ramp on 22 acres of concrete within the airport proper
and are patrolled by the Tucson Airport Authority police force. HAT leases these
facilities at a rental rate of $25,650 per month.

The HAT facility is level and fully paved with concrete sufficient to handle the
largest aircraft on any part of its 22 acres. Two hangars provide the space for
any modification and maintenance work that must be performed indoors. The larger
hanger has 180' clear span and is 185' deep (30,400 sq. ft.), enabling it to
wholly enclose a DC9 and a 727 at the same time. The hangar has been modified to
serve as a paint booth as needed.

The smaller hangar is 100' clear span by 100' deep (10,000 sq. ft.) with 2,000
square feet of office space on the north side and another 4,000 square feet of
enclosed space on the south. Offices for production planning and control are in
this area, as engineering, the welding shop, receiving, materials and purchasing
departments. The two hangars face each other at a distance of approximately 220
feet. Numerous mobile offices have been added to provide additional space for
administrative and customer representative offices.

To the southeast of the large hangar is a 12,000 foot covered building used to
store aircraft components and maintenance equipment. A 9,000 square foot
warehouse on the west side of the facility houses the interior department as
well as additional storage for materials and records. Both main hangars are
equipped with lighting, water, compressed air, and 115/220/440 volt AC
electricity. All office spaces are heated and cooled.

World Jet operates out of a 73,000 square foot facility in Tucson, Arizona. This
facility consists of office space and warehouse space to accommodate the
aircraft parts (Expendables, Rotables and Consumables), airframe components,
engines and engine material inventory maintained by World Jet. This facility is
located directly across the street from HAT which allows HAT immediate access to
aircraft parts, (Expendables, Rotables and Consumables), airframe components,
engines and engine material necessary to perform MRO services without incurring
any costs or delays that may be related to shipping and improves the turn time
of any such services provided.


ITEM 3. LEGAL PROCEEDINGS

On June 29, 2004, the Company initiated a lawsuit against Corwin Foster and Jane
Doe Foster, husband and wife, and Seajay Holdings, LLC a Michigan Limited
Liability Company (the "Defendants") in the United States District Court for the
District of Arizona requesting entry of a judgment for the return of 1,500,000
shares of common stock. Global and HAT have asserted claims that Corwin Foster
(who is the sole shareholder and president of Seajay Holdings) and Seajay
Holdings acquired 1,500,000 shares of common stock of Global as part of a Stock
Exchange Agreement without consideration for the receipt of such common stock.
The Company is pursuing the return of these shares. This lawsuit emanates from a
stock exchange agreement April, 2002 whereby Old Mission Assessment ("OMAC")
agreed to provide HAT financing and capital for its newly established business.
OMAC and its officers Corwin Foster and others, entered into two debentures
related agreements on April 15, 2002 whereby OMAC agreed to pay to HAT the sum
of $1,500,000.00 under each debenture agreement on or before July 15, 2002. In
consideration of this agreement HAT agreed to provide to various investing
parties, including Corwin Foster's entity Seajay Holdings, shares of stock of
HAT. On or about April 30, 2002, Global acquired HAT in a stock exchange thereby
entitling the investing parties, including Corwin Foster's entity Seajay
Holdings, to Global stock in consideration for the $3,000,000.00 investment.
Seajay Holdings acquired 1,500,000 shares of common stock of Global pursuant to
this transaction. Although Global stock was issued to the investors, including
Corwin Foster's entity Seajay Holdings, HAT/Global only received $400,535.00 of
the agreed upon $3,000,000.00 to be paid pursuant to the debenture agreements.
Since payment in full was never received by Global for the shares of common
stock issued as consideration for the debenture agreements, Global was able to
secure the return of all common stock issued in connection with the debenture
agreements except the 1,500,000 shares of common stock issued to Corwin Foster's
entity Seajay Holdings. Global returned the $400,535 of the original $3,000,000
pursuant to the debenture agreements. This sum was released from escrow under
court order and paid to United Pay Phone Workers.

<PAGE>


Although Global has made repeated demands upon Corwin Foster and Seajay Holdings
to return the 1,500,000 shares of common stock, Corwin Foster and Seajay
Holdings have refused to return such stock. As a consequence of Corwin Foster's
and Seajay Holdings failure to return the common stock received, Global
initiated legal proceedings for damages in the amount of no less than
$1,000,000.00 plus interest and fees; the return of the 1,500,000 shares of
common stock; and punitive damages in the amount of $10,000,000.00.

On September 17, 2004, James Scott filed a complaint of discrimination against
HAT with the Arizona State Attorney General's Office claiming that he was not
eligible for re-hire because of his race, Black, in violation of the Arizona
Civil Rights Act, as amended, and Title VII of the Civil Rights Act of 1964, as
amended. On October 29, 2004, HAT filed a Position Statement with the Arizona
State Attorney General's Office denying the allegations in the complaint based
upon the facts that: (1) James Scott was not an employee of HAT and was not
released or ineligible for re-hire by HAT, he was employed by Job-Aire Services,
released by Job-Aire Services and designated as not eligible for re-hire by
Job-Aire Services, a supplier of temporary employees in the aviation industry;
and (2) James Scott was not eligible for placement by Job-Aire with HAT as a
consequence of prior performance issues at HAT during a previous placement by
Job-Aire.

On September 7, 2004, Murphy Emelike filed a complaint of discrimination against
HAT with the Arizona State Attorney General's Office claiming that he was not
hired because of his race, Black, in violation of the Arizona Civil Rights Act,
as amended, and Title VII of the Civil Rights Act of 1964, as amended. On
November 15, 2004, HAT filed a Position Statement with the Arizona State
Attorney General's Office denying the allegations in the complaint based upon
the facts that: (1) Murphy Emelike was not an employee of HAT he was employed by
Job-Aire Services, a supplier of temporary employees in the aviation industry;
and (2) Murphy Emelike was not permitted to work at HAT through Job-Aire
Services because Mr. Emelike failed to report to work and Job-Aire Services
filled his position by another individual who was eligible to work and reported
for the assigned job.

World Jet is not involved in any legal proceedings.


                                     PART II

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

On October 26,2004, the Company held its 2003 annual meeting.

Matter 1. Five Directors were elected to serve until the 2004 annual meeting of
stockholders, and thereafter until their successors have been duly elected and
qualify. Those directors are: Ian Herman, Chairman; John Sawyer; Gordon
Hamilton; Lawrence Mulcahy and Alfred Mason.

         Vote tabulation results on Matter 1:

         For:     19,971,409

         Against:          0

         Abstain:    108,500


(Matter 1 received a unanimous vote)


Matter 2. The stockholders voted to increase the authorized shares of common
stock from 50,000,000 to 100,000,000.

         Vote tabulation results on Matter 2:

         For:     19,842,302

         Against:    209,607

         Abstain:     28,000


(Matter 2 received 91.92% in favor of the votes.)

<PAGE>


Matter. 3. The appointment of Directors, Lawrence Mulcahy and Alfredo Mason, for
the year ending December 31, 2004 was ratified.

         Vote tabulation results on Matter 3:

         For:     19,828,678

         Against:    208,431

         Abstain:     43,000


(Matter 3 received 91.98% in favor of the votes.)


Matter 4. The stockholders also ratified an amendment to the Company's
Certificate of Incorporation to change the corporate name from Renegade Venture
(Nev.) Corporation to Global Aircraft Solutions, Inc.

         Vote tabulation results on Matter 4:

         For:     19,978,578

         Against:     89,531

         Abstain:     11,800


(Matter 4 received 91.91% in favor of the votes.)


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

                           Price Range of Common Stock

During the fiscal year ended December 31, 2003 through October 26, 2004, the
National Association of Securities Dealers, Inc, quoted the Common Shares under
symbol "RDVN" on the OTC Bulletin Board maintained. Subsequent to October 26,
2004, as the result of the Company's name change to Global Aircraft Solutions,
Inc. the common shares were quoted under the symbol "GACF" at that same
location. The following information relates to the trading of our common stock,
par value $.001 per share. The high and low last sales prices of our common
stock for each quarter during our two most recent fiscal years, as reported by
the OTC Bulletin Board to date, are set forth below:

                                            HIGH                 LOW
                                            ----                 ---
2004
                 First Quarter             $ .53               $   .23
                 Second Quarter              .86                   .19
                 Third Quarter               .72                   .52
                 Fourth Quarter              .85                   .45

2003
                 First Quarter             $  .44              $   .24
                 Second Quarter               .31                  .17
                 Third Quarter                .47                  .20
                 Fourth Quarter               .55                  .16


Impact of Being an OTC Bulletin Board Stock

Global's common stock is quoted on the OTC Bulletin Board and is traded in the
over-the-counter markets. Unless and until our common shares become quoted on
the NASDAQ system or listed on a national securities exchange, we may at any

<PAGE>


time be subject to the "penny stock" provisions of the Exchange Act and
applicable SEC rules. At any time when the market price of our common stock is
below $5.00 per share, our common stock may be deemed to be a penny stock. In
that event, our common stock will be subject to rules that impose additional
sales practices on broker-dealers who sell our securities. For transactions
covered by the penny stock rules, the broker-dealer must make a suitability
determination for each purchaser and receive the purchaser's written agreement
prior to the sale. In addition, the broker-dealer must make certain mandated
disclosures in penny stock transactions, including the actual sale or purchase
price and actual bid and offer quotations, the compensation to be received by
the broker-dealer and certain associated persons, and deliver certain
disclosures required by the SEC. So long as Global's common shares are
considered "penny stocks", many brokers will be reluctant or will refuse to
effect transactions in Global's shares, and many lending institutions will not
permit the use of penny stocks as collateral for any loans.


Our Common Stock is Thinly Traded and Our Stock Price May be More Volatile than
the Market in General

Because our common stock is thinly traded, its market price may fluctuate
significantly more than the stock market in general or the stock prices of
similar companies, which are exchanged, listed or quoted on NASDAQ. Our public
float is approximately 12,500,000 shares, thus our common stock will be less
liquid than the stock of companies with broader public ownership, and, as a
result, the trading prices for our common stock may be more volatile. Among
other things, trading of a relatively small volume of our common stock may have
a greater impact on the trading price for our stock than would be the case if
our public float were larger.


                                     Holders

Global had approximately 57 shareholders of record as of December 31, 2004,
which number does not include shareholders whose shares are held in street or
nominee names. We believe there are at least 2000 beneficial holders of our
common stock.


                                    Dividends

Since becoming a public company in September of 1997, Global has never paid a
dividend and does not expect to pay a cash dividend upon its capital stock in
the foreseeable future. Payment of dividends in the future will depend on our
earnings (if any) and our cash requirements at that time, but we expect to
retain earnings for business expansion over the foreseeable future.


                     RECENT SALES OF UNREGISTERED SECURITIES

On May 31, 2004, the shareholders authorized the issuance of 9,600,000 shares of
common stock pursuant to a private placement to accredited investors, Barron
Partners, LP. The Company relied upon Section 4(2) of Securities Act of 1933, as
amended (the "Act"). The Company issued the 9,600,000 shares of common stock
pursuant to an exemption from registration under Regulation D, Rule 506. On June
15, 2004, the shareholders authorized the issuance of 1,000,000 shares of common
stock pursuant to a private placement to accredited investor, Ralph Garcia. The
Company relied upon Section 4(2) of Securities Act of 1933, as amended (the
"Act"). The Company issued the 1,000,000 shares of common stock pursuant to an
exemption from registration under Regulation D, Rule 506. On August 15, 2004,
the shareholders authorized the issuance of 2,115,386 shares of common stock
pursuant to a private placement to accredited investors, Alpha Capital,
Stonestreet, Whalehaven and Greenwich. The Company relied upon Section 4(2) of
Securities Act of 1933, as amended (the "Act"). The Company issued the 2,115,386
shares of common stock pursuant to an exemption from registration under
Regulation D, Rule 506.

The Company relied upon Section 4(2) of the Securities Act of1933, as amended
(the "Act"). Each prospective investor was given a private placement memorandum
designed to disclose all material aspects of an investment in the Company,
including the business, management, offering details, risk factors and financial
statements. Each investor also completed a subscription confirmation letter and
private placement subscription agreement whereby the investors certified that
they were purchasing the shares for their own accounts, with investment intent
and that each investor was either "accredited", or were "sophisticated"
purchasers, having prior investment experience or education, and having adequate
and reasonable opportunity and access to any corporate information necessary to
make an informed investment decision. This offering was not accompanied by
general advertisement or general solicitation and the shares were issued with a
Rule 144 restrictive legend.

Under the Securities Act of 1933, all sales of an issuers' securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act.

Rule 144 under the 1933 Act sets forth conditions which if satisfied, permit
persons holding control securities (affiliated shareholders, i.e., officers,
directors or holders of at least ten percent of the outstanding shares) or
restricted securities (non-affiliated shareholders) to sell such securities
publicly without registration. Rule 144 sets forth a holding period for

<PAGE>


restricted securities to establish that the holder did not purchase such
securities with a view to distribute. Under Rule 144, several provisions must be
met with respect to the sales of control securities at any time and sales of
restricted securities held between one and two years. The following is a summary
of the provisions of Rule 144: (a) Rule 144 is available only if the issuer is
current in its filings under the Securities an Exchange Act of 1934. Such
filings include, but are not limited to, the issuer's quarterly reports and
annual reports; (b) Rule 144 allows resale of restricted and control securities
after a one year hold period, subjected to certain volume limitations, and
resales by non-affiliates holders without limitations after two years; ( c ) The
sales of securities made under Rule 144 during any three-month period are
limited to the greater of: (i) 1% of the outstanding common stock of the issuer;
or (ii) the average weekly reported trading volume in the outstanding common
stock reported on all securities exchanges during the four calendar weeks
preceding the filing of the required notice of the sale under Rule 144 with the
SEC.
<TABLE>
<CAPTION>


                      Equity Compensation Plan Information

Plan Category                 Number of securities to be     Weighted average exercise      Number of securities
                              issued upon exercise of        price of outstanding           remaining available for
                              outstanding options,           options, warrants and rights   future issuance
                              warrants and rights

                                     (a)                                (b)                        (c)

<S>                                  <C>                     <C>                                 <C>
Equity compensation plans            0                       .00                                 0
approved by security holders

Equity compensation plans       1,380,000                    .00                            3,340,000
not approved by security
holders (1)

Total                           1,380,000                    .00                            3,340,000
</TABLE>

NOTE: The following plans have not approved by the shareholders. The 2002
Compensatory Stock Option Plan permits the issuance of options for compensatory
purposes to persons who are employees (as defined in the plan) or directors of
the Company, entitling them to purchase common shares of the Company. An
aggregate of 3,000,000 shares are available for purchase under the plan. The
2003 Employee Stock Compensation Plan permits the issuance of an aggregate of
5,000,000 common shares of the Company options for compensatory purposes to
person who are employees (as defined in the plan) or directors of the Company,
excluding shares already issued there under. Details of these plans may be found
at Note 6 in the footnotes to the audited financial statements included as part
of this report.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


                                PLAN OF OPERATION

Global Aircraft Solutions, Inc., ("Global") formerly Renegade Venture (Nev.)
Corporation is a public company that trades in the U.S. over-the-counter market.
Our common stock is quoted on the OTC Bulletin board under the symbol GACF. On
May 2, 2002, Global acquired newly formed aviation company Hamilton Aerospace
Technologies, Inc., a Delaware corporation ("HAT") in a stock-for-stock
exchange. HAT was formed on April 5, 2002, to create a premier provider of large
aircraft maintenance, repair, overhaul and modification ("MRO") services to
owners and operations of certain Transport Category commercial jet aircraft. Its
customers are all aircraft operators, including passenger and cargo air
carriers, and aircraft leasing companies. On July 25, 2004 Global acquired 100
percent of the common stock of World Jet Corporation, a privately owned Nevada
Corporation. World Jet, incorporated in 1997, is an aviation parts sales company
servicing aircraft operators, aircraft leasing companies and MRO facilities.

Global's plan of operation for the immediate future includes seeking and
acquiring, if possible, aviation industry related businesses to complement its
HAT and World Jet subsidiaries. Additionally, the Company will seek to expand

<PAGE>


HAT and World Jet by organic growth. Global will not limit its search for
business combination candidates to any particular geographical area. Management
of Global will seek combination candidates in the United States and other
countries, as available time and resources permit, through existing associations
and by word of mouth. This plan of operation has been adopted in order to
attempt to increase value for Global's shareholders.

Company management has rejected a policy of growth for growth's sake in favor of
focusing on profitability and building a good reputation for the Company and its
subsidiaries by limiting contracts to those perceived to have a high probability
of success. This strategy is also beneficial to the Company's marketing efforts
in that a good track record of maintenance and modification contracts, delivered
successfully on-time and on-budget, is by far the most potent tool for securing
new work contracts; and expedited delivery of parts at a competitive price leads
to greater volume of parts sales. In managing its operations, the Company is
committed to continuously evaluating the adequacy of its management structure
and its existing systems and procedures.

During the third quarter of 2004, Management made a calculated decision to
substantially increase the number of contracts running concurrently. This
decision took into account that while the 4th quarter of 2004, and possibly the
1st quarter of 2005, would show results with decreased profitability, in the
long-run the opportunities afforded by making this decision would enhance future
profitability and strengthen the quality of our customer base.

Management is cautiously optimistic that our adeptness at garnering jobs with
the likelihood of similar high gross profit potential and our continued
vigilance at holding down costs will be sustainable for 2005. HAT's option of
being selective in the work booked is due to their growing reputation for
providing quality, on-budget, on-time deliveries to their customers. HAT and
World Jet are experiencing success in securing new customers and securing more
business from existing customers as well.

Gross profit levels during any particular period are dependent upon the number
and type of aircraft serviced, the contract terms under which services are
performed and the efficiencies that can be obtained in the performance of such
services. Significant changes in any one of these factors could have a material
impact on the amount and percentage of gross profits. Additionally, gross profit
could be impacted in the future by considerations as to the value of our
inventory.

World Jet is a seller/broker of aircraft parts which is not an operation or
activity which is regulated by the FAA or any other governing body or
governmental agency; however, any aircraft parts sold by World Jet must be
accompanied by documentation verifying that such part is traceable to either an
FAA approved manufacturer, overhaul or repair facility, or an FAA certificated
operator. In furtherance of satisfying customers that World Jet does sell and
broker parts that are traceable to FAA certification, World Jet voluntarily
participates in the Airline Suppliers Association which requires an annual audit
of suppliers of aircraft parts to verify that such supplier maintains the proper
traceability documents, properly tags aircraft parts in support of such
traceability and maintains proper packaging and storage of aircraft parts. In
addition to the foregoing, World Jet also certifies to each customer that any
part or material sold was not involved in any incident and is not government
surplus.

HAT competes principally on the high quality of its services and its price
competitiveness due to its location in the Southwest. Location related benefits
include low labor rates; a dry, mild climate enabling HAT to do many MRO
projects outdoors; and low overhead. World Jet competes on price competitiveness
and expedited delivery of parts. World Jet has spent years acquiring inventories
at deep discounts and this inventory is the type HAT uses on a daily basis.
World Jet's customer base includes airlines, aircraft leasing companies and MRO
facilities. The large aircraft repair business and the aircraft parts sales
business are highly competitive. Revenues are sensitive to adverse changes in
the air carrier business, with factors such as airline profit levels, changes in
fuel costs, average fare levels, and passenger demand. The heavily regulated
airline industry, however, requires scheduled maintenance and repair services
irrespective of industry economics, thus providing a reasonably steady market
for HAT's and World Jet's services.

Aircraft maintenance and modification is a highly regulated industry, and a good
working relationship with the FAA is essential to the successful operation of an
FAA-approved Repair Station such as HAT. The policy of HAT management is to work
closely and proactively with the FAA, which has resulted in the very positive
relationship needed to insure that when significant issues do occasionally arise
between HAT and the FAA they are addressed in a reasonable and constructive
nature.


                              RESULTS OF OPERATIONS

We are a holding company, and the bulk of our operations are currently and were
as of December 31, 2004, conducted by our operating subsidiaries, HAT, which was
organized on April 5, 2002 and began operations April 15, 2002 and World Jet,
which was acquired with a transaction date of January 1, 2004.

HAT operating revenues consist primarily of service revenues and sales of
materials consumed while providing services. World Jet revenues consist
primarily of sales of aircraft parts. Cost of sales consists primarily of labor
and materials, cost of parts and freight charges. Operating results have
fluctuated in the past and may fluctuate significantly in the future. Many
factors affect our operating results, including timing of repair orders and
payments from large customers, competition from other third-party MRO service
providers, the state of the aviation industry and the number of customers
seeking services, the impact of fixed pricing on gross margins and our ability
to accurately project our costs, our ability to obtain financing and other
factors.

<PAGE>


Significant portions of our operating expenses, such as insurance, rent, debt
payments, certain salaries and such, are relatively fixed. Since we typically do
not obtain long-term commitments from our customers, we must anticipate the
future volume of orders based upon the historic patterns of our customers and
upon discussions with our customers as to their future requirements.
Cancellations, reductions or delays in orders by a customer or group of
customers could have a material adverse effect on our business, financial
condition and results of operations.

Management believes that overall 2004 was a good year. We saw revenue grow from
$15,378,352 in 2003 to $30,851,118, over $2.5 million in net income, before
taxes in 2004 compared with a loss of $1.3 million in 2003, and EBITDA increased
from $(496,861) for 2003 to $3,160,845 in 2004. While the Company aggressively
seizes revenue-producing opportunities such as engine sales, management gauges
results by looking at what has been the core revenue producing activity to date,
the sale of labor hours. Labor hours worked on jobs increased substantially on a
quarter-by-quarter basis during 2004. First quarter hours were 39,861; second
quarter hours were 46,530; third quarter hours were 55,615 and fourth quarter
hours were 100,063. We were able to secure equity funding which allowed us to
satisfy all of our secured debts and to enhance our Global family by the
acquisition of World Jet. The events of 2004 have placed us in an excellent
position to continue in a growth and profitability mode during 2005. Global's
securing of a multi-million dollar consignment inventory should enhance World
Jet revenue streams for 2005. In the MRO business the greatest efficiencies of
operation are usually experienced when customer lines of nose-to-tail
maintenance are developed. HAT's fourth quarter decision to accept orders in
excess of their labor capacity at the time has proved instrumental in
establishing relationships with new customers, who will most probably provide
such nose-to-tail maintenance opportunities. We anticipate continued growth and
profitability.


2004 Operations

Results for HAT in the first quarter, ended March 31, 2004, reflect management's
change in focus from growing revenue for the sake of revenue to booking jobs,
(fixed-bid in most cases), with the highest potential for increased
profitability. As a result of being selective in the work booked, considerable
increase in efficiencies was experienced due to a smaller, highly skilled,
stable work force. Operating revenue for the three months ended March 31, 2003
was $3,448,225. While operating revenue, for the three months ended March 31,
2004, was slightly lower at $3,355,532 before the inclusion of newly acquired
World Jet. Total revenue including World Jet was $4,286,031. Gross profit for
the first quarter of 2003 was $629,557 while gross profit for the first quarter
of 2004 was $1,056,192, without World Jet and $1,384,760 when World Jet is
added. Aside from the effects of the World Jet acquisition, this significant
change can be attributed, in part, to labor related costs decreasing $195,943
or, as a percent of revenue in each period, 5%. Several of the jobs worked
during the first quarter of 2004, were labor intensive and several were
completed with customer furnished parts consequently, cost of material sold was
$300,000 higher in 2003 than in 2004 due to the character of the jobs worked.

During the first quarter of 2004, Global booked revenue of $230,576, which was
derived from a one-year, renewable agreement, which began in late August of
2003, with Mesa Airlines, Inc. to furnish manpower to perform routine and
non-routine maintenance services. The gross profit resulting from this revenue
was $85,745. On a consolidated basis, we experienced a $528,230 profit on gross
revenues of $2,444,172.

Operating expenses for the holding company, Global were $100,702 in the first
quarter of 2004 and $144,932 in the first quarter of 2003. The 2004 amount
reflects administrative costs of running the Mesa program of $31,026, the cost
of running the holding company itself, $25,805 in legal expense and $4,864 in
travel expense mainly connected with efforts to improve capitalization. During
the first quarter of 2004, Global had $33,571 in interest and penalties expenses
charged by the Internal Revenue Service due to delinquent payroll taxes. The
taxes themselves are a legitimate operating expense of HAT, but management deems
the interest and penalties to be the result of inadequate Company capital and,
as such, a holding company expense.

HAT operating expenses were $500,210 for the first quarter of 2004 and as a
percentage of revenues were 15%. The same period in 2003 showed operating
expenses of $556,553, which was 16% as a percentage of revenues. Income from
operations was $555,983 for the first quarter, ended March 31, 2004, a
significant change from the $73,004 reported for the first quarter of 2003.

Interest expense for HAT, during the first quarter of 2004, was $60,957 absent
the interest related to factoring the invoices of one of our customers. The
interest expense related to that factoring is passed on to our customer and is
offset by interest income. Global interest expense was $7,264.

Operating revenue for the three months ended June 30, 2003 was $4,300,874, which
was bolstered by the inclusion of $750,000 in revenue from the sale of an
aircraft bought for resale. Operating revenue for the three months ended June
30, 2004 was $4,300,874,which includes a $300,000 engine sale, and represents an
increase of 5.6%. Gross profit for the second quarter of 2003 was $715,253 while
gross profit for the second quarter of 2004 was $1,600,431. This significant
change can be attributed, in part, to about a $174,000 reduction in selling,
general and administrative expenses in our HAT subsidiary; a 49% gross margin in
our World Jet subsidiary; and a modest markup of only 9% on the aircraft sale in
2003. During the second quarter of 2004, 89.7% of HAT's revenue came from its
top five customers, 41.4% of Word Jet's revenue was derived from its top 5
customers.

During the second quarter of 2004, revenue produced from labor was $2,832,848 as
compared with $2,538,424 in the same period of 2003. This represents an increase
of 11.6%. The comparative costs for all direct labor, including work performed
by outside contractors, was $1,202,112 in 2004 compared with $1,430,271 in 2003,
representing a 16% decrease in cost. Results in the second quarter, ended June
30, 2004, reflect management's change in focus from growing revenue for the sake

<PAGE>


of revenue to booking jobs, (fixed-bid in most cases), with the highest
potential for increased profitability. As a result of being selective in the
work booked, considerable increase in efficiencies was experienced due to a
smaller, highly skilled, stable work force.

Company SG&A expenses were $781,805 for the second quarter of 2004 and as a
percentage of revenues were 18%. The same period in 2003 showed expenses of
$865,784, which was 21% as a percentage of revenues. It bears noting that SG&A
salaries and labor in our HAT subsidiary were $67,000 lower when compared for
the same periods. Our World Jet subsidiary saw revenue drop approximately
$46,000 between the first and second quarters of 2004 but, cost of sales also
decreased about $170,000 for the same period resulting in a higher gross profit
in the second quarter. World Jet also reduced SG&A expense approximately $63,000
from the first quarter of 2004 to the second quarter of 2004.

Interest expense for the Company, during the second quarter of 2004, was $59,459
absent the interest related to factoring the invoices of one of our customers.
The interest expense related to that factoring is passed on to our customer and
is offset by interest income.

Operating revenue for the three months ended September 30, 2003 was $5,091,825,
which was bolstered by the inclusion of $2,200,000 in revenue from the sale of
aircraft bought for resale. Operating revenue for the three months ended
September 30, 2004 was $8,112,082, a 59% increase over 2003. Operating revenues
increased 32% when World Jet, which was not part of the Company until January 1,
2004, is eliminated from the calculation. Gross profit for the third quarter of
2003 was $626,351 while gross profit for the third quarter of 2004 was
$1,903,257, over a 200% increase. World Jet revenues were $1,153,128 in the
third quarter of 2003 and $1,893,902 in the third quarter of 2004, a 64%
increase; additionally, third quarter 2004 revenue increased over first half
2004 revenue by 23%. During the third quarter of 2004, 73.2% of HAT's MRO
activity revenue came from its top five customers, 48% of Word Jet's revenue,
after inter-company eliminations, was derived from its top 4 customers.

In the third quarter of 2004, revenue produced from labor was $2,915,735 as
compared with $1,886,763 the third quarter of 2003. This represents an increase
of 55%. The comparative costs for all direct labor, including work performed by
outside contractors, was $1,624,545 in the third quarter of 2004 compared with
$1,091,156 for the same period in 2003, representing a 49% increase in cost. All
direct labor costs were 58% of sales in third quarter of 2003 compared with 56%
in the third quarter of 2004. Results in the third quarter, ended September 30,
2004, continue to reflect management's change in focus from growing revenue for
the sake of revenue to booking jobs, (fixed-bid in most cases), with the highest
potential for increased profitability. However, during the third quarter,
management elected to seize several unique opportunities that have and will
continue, in all likelihood, to substantially increase the volume of activity at
HAT. During the first three quarters of 2004, as a result of being selective in
the work booked, considerable increase in efficiencies was experienced due to a
smaller, highly skilled, stable work force. A substantial sudden increase in
volume, such as HAT is currently undergoing, can be expected to have a temporary
impact on efficiencies but management is confident that timely adjustment to the
increased volume will be made and profitability will benefit over time.

Company SG&A expenses were $1,787,144 for the third quarter of 2004 and as a
percentage of revenues were 22%. The same period in 2003 showed SG&A expenses of
$1,454,328, which was 29% as a percentage of revenues. During the third quarter
of 2004, SG&A expenses at our HAT subsidiary increased approximately $300,000
due to commissions related to aircraft sales transactions and increased $320,000
at Renegade for the expenses incurred in the vesting of shares granted under
employment agreements. World Jet SG&A expense decreased as a percentage of sales
from 23% to 12% from second quarter of 2004 to third quarter of 2004.

Interest expense for the Company, during the third quarter of 2004, was $50,765.

Operating revenue for the three months ended December 31, 2004 was over 4 times
that of the three months ended December 31, 2003. Even after eliminating all of
the revenue of World Jet, acquired during 2004, the adjusted calculation shows
an increase of nearly 3.5 times. Our 4th quarter 2004 revenue included $5.7
million attributable to aircraft sales. Gross profit for the fourth quarter of
2003 was $917,945 while gross profit for the fourth quarter of 2004 was
$1,554,744, also a substantial increase.

While the Company aggressively seizes revenue-producing opportunities such as
aircraft sales, management gauges results by looking at what has been the core
revenue producing activity to date, the sale of labor hours. In the fourth
quarter of 2004, revenue produced from labor was $5,353,124 as compared with
$2,417,361 the fourth quarter of 2003. This represents an increase of 182%. The
comparative costs for all direct labor, including work performed by outside
contractors, was $3,772,822 in the fourth quarter of 2004 compared with $834,666
for the same period in 2003, representing a 352% increase in cost. All direct
labor costs were 35% of labor sales in fourth quarter of 2003 compared with 71%
in the fourth quarter of 2004. During the third quarter, Management elected to
seize several unique opportunities that have and will continue, in all
likelihood, to substantially increase the volume of activity at HAT. During the
first three quarters of 2004, as a result of being selective in the work booked,
considerable increase in efficiencies was experienced due to a smaller, highly
skilled, stable work force. A substantial sudden increase in volume, such as HAT
was undergoing at the end of the third quarter and throughout the fourth

<PAGE>


quarter, can be expected to have a temporary impact on efficiencies. HAT's 4th
quarter results definitely substantiate this expectation. Management is
confident that timely adjustment to the increased volume will be made and
profitability will benefit over time.

Company SG&A expenses were $1,202,595 for the fourth quarter of 2004 and as a
percentage of revenues were 8.5%. The same period in 2003 showed SG&A expenses
of $705,438, which was 25% as a percentage of revenues. During the third quarter
of 2004, SG&A expenses included approximately $215,000 due to commissions
related to aircraft sales transactions. The Company experienced an expense of
approximately $57,000 related to employee annual bonuses and the Company
Christmas party. Bonuses in the amount of $42,000 were also expensed in the
fourth quarter, $37,000 of which was non-cash. World Jet SG&A expense decreased
as a percentage of sales from 12% to 8% from third quarter of 2004 to fourth
quarter of 2004.


Interest expense for the Company, during the fourth quarter of 2004, was
$93,445.

The following table graphically depicts the quarterly performance for Global,
HAT and World Jet operating subsidiaries on a stand-alone and consolidated basis
for the year ended December 31, 2004:
<TABLE>
<CAPTION>

------------------ ---------------- ------------- ------------- ------------- ------------- --------------
       Period      Income           Stand Alone   Stand Alone   Stand Alone   * Eliminate   Consolidated
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
Quarter Ended      Statement:       Global        HAT           World Jet       HAT/WJI          Global
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
<S>                                 <C>           <C>           <C>            <C>  <C>      <C>
March 31,2004      Revenues         $    230,576  $ 3,355,532   $  789,964     $ (  90,041)  $ 4,286,031
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Cost of Sales        (144,832)  (2,299,340)    (547,140)         90,041    (2,901,271)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Expenses             (148,281)    (465,427)     (15,665)                     (629,393)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Net Profit      ($     62,537) $   590,765   $  227,139                   $   755,367
                   (Loss)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------

------------------ ---------------- ------------- ------------- ------------- ------------- --------------
June 30, 2004      Revenues         $    545,458  $ 3,083,528   $  743,721     $ (  71,833)  $ 4,300,874
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Cost of Sales        (286,625)  (2,108,359)    (377,292)         71,833    (2,700,443)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Expenses             (313,422)    (496,757)      53,315                      (756,864)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Net Profit      ($     54,589) $   478,412   $  419,744                   $   843,567
                   (Loss)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------

------------------ ---------------- ------------- ------------- ------------- ------------- --------------
Sept. 30, 2004     Revenues         $    165,968  $ 6,576,013   $ 1,893,902    $  (523,801)  $ 8,112,082
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Cost of Sales         (92,624)  (5,153,587)   (1,486,416)       523,801    (6,208,826)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Expenses             (654,333)    (338,106)     (232,162)                  (1,224,601)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Net Profit      ($    580,989) $ 1,084,320   $   175,324                  $   678,655
                   (Loss)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------

------------------ ---------------- ------------- ------------- ------------- ------------- --------------
Dec. 31, 2004      Revenues         $    105,679  $ 12,273,815  $ 3,630,877    $(1,858,239)  $14,152,131
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Cost of Sales          67,437   (11,522,223)  (3,000,840)     1,858,239   (12,597,387)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Expenses             (265,837)     (710,418)    (345,416)                  (1,321,671)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Net Profit      ($     92,721)      $41,174  $   284,620                  $   233,073
                   (Loss)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------

------------------ ---------------- ------------- ------------- ------------- ------------- --------------
             2004  Revenues         $  1,047,681  $ 25,288,888  $ 7,058,464    $(2,543,914)  $30,851,118
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
      Year End     Cost of Sales        (456,644)  (21,083,509)  (5,411,688)     2,543,914   (24,407,927)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
       Results     Expenses           (1,381,873)   (2,010,708)    (539,948)                  (3,932,529)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
                   Net Profit           (790,836) $  2,194,671  $ 1,106,827                  $ 2,510,662
                   (Loss)
------------------ ---------------- ------------- ------------- ------------- ------------- --------------
</TABLE>
<PAGE>


 * The eliminate column reflects the $ amounts of Inter-Company Sales by World
Jet to HAT in 2004. On a consolidated basis Revenues and Cost of Sales are
reduced to reflect the Revenues and Cost of Sales for external sales only, with
a zero $ impact on stand alone or consolidated profit (loss) figures.


2003 Operations

Results in the first quarter, ended March 31, 2003, reflect the continual upward
trend in revenues for HAT. Operating revenue for the three months ended March
31, 2003 was $3,448,225. HAT was not in existence during the first quarter of
2002, and Renegade had no other operations during Q1 of 2002, thus a direct
comparison of operating results for the first quarter is not possible. However,
by contrast, our total revenues from April 15, 2002 inception through December
31, 2002, a period of approximately eight months, were $5,009,703 and our
revenues for the fourth quarter of 2002 were $2,074,326.

On a consolidated basis, we realized $121,845 loss on gross revenues of
$3,448,225, although HAT on a stand-alone basis made a $23,087 profit. This is
the second straight quarter of profitable operation for HAT separately. The
improvement in revenue and earnings trends over the last two quarters is
indicated by the fact that the $121,845 consolidated loss for the quarter ended
March 31, 2003 was significantly smaller than the $227,847 loss realized for the
4th quarter of 2002 on consolidated revenues of only $2,074,326. In fact, our
consolidated gross profit for the first quarter of 2003 (after deducting cost of
sales but before overhead costs) was $629,557, which was greater than the gross
profit for our entire 2002-operating year.

HAT operating expenses were $556,553 for the first quarter and as a percentage
of revenues were 16% for the first quarter. As a result of these factors, income
from operations was $71,928 for the first quarter, ended March 31, 2003. It
should be noted that legal expenses for the quarter were $37,624 and were higher
than anticipated due to the non-recurring expense of lease negotiation with
Tucson Airport Authority.

Interest expense relates primarily to the cost of borrowing from a factor
against certain receivables and to interest on the secured bridge loan facility
discussed below. During the first quarter, we borrowed a total of $377,202 on
receivables and received $300,000 under the secured bridge loan facility.

Results in the second quarter, ended June 30, 2003 continue to reflect an upward
trend in revenues for HAT. Operating revenue for the three months ended June 30,
2003 was $4,071,135. Our total revenues from April 15, 2002 inception through
December 31, 2002, a period of approximately eight months, were $5,009,703 and
our revenues for the first six months of 2003 are $7,519,360.

On a consolidated basis, we experienced a $297,118 loss on gross revenues of
$4,071,135, although HAT on a stand-alone basis made a $10,362 profit. This was
the third straight quarter of profitable operation for HAT separately.

Operating expenses for the holding company, Renegade were $390,812 in the second
quarter of 2003. This amount reflects the administrative costs of running
Renegade, $83,333 bonus expense resulting from the mediated settlement with a
former director, $22,243 in legal expense and $159,513 in interest and penalties
charged by the Internal Revenue Service due to delinquent payroll taxes. The
taxes themselves are a legitimate operating expense of HAT, but management deems
the interest and penalties to be the result of inadequate Company capital and,
as such, a holding company expense.

HAT operating expenses were $634,974 for the second quarter of 2003 and as a
percentage of revenues were 16%. The same period in 2002 showed operating
expenses of 621,881, which was 42% as a percentage of revenues. As a result of
these factors, income from operations was $73,004 for the second quarter, ended
June 30, 2003, a much more promising number than the -$479,432 from the second
quarter of 2002. Interest expense during the second quarter of 2003 reflected
$67K related to allocations made as a result of a mediated agreement with a
former Director. We are continuing to factor the invoices of one of our
customers and the interest expense related to that factoring is passed on to our
customer and is offset by being recorded as interest income.

Results in the third quarter, ended September 30, 2003 continue the upward trend
in revenues for HAT. Operating revenue for the three months ended September 30,
2003 was $5,007,273. 2003 3rd quarter revenue is still 3.5 times greater than
2002 3rd quarter revenue of 1,447,808.

<PAGE>


During the third quarter of 2003, Renegade booked Revenue of $84,552. This
revenue was derived from a new one-year, renewable agreement with Mesa Airlines,
Inc. to furnish manpower to perform routine and non-routine maintenance services
and represents the first revenue produced by the parent Company since
consolidation with HAT.

On a consolidated basis, our third quarter results show we experienced a
$901,316 loss on gross revenues of $5,091,825. Almost half of that loss, or
$437,000, was attributable to stock transactions and was a non-cash loss. Only
$464,316 of the total loss was attributable to operations. HAT on a stand-alone
basis lost $279,138. The HAT loss can be attributed to two factors: one, an
extremely slow month of July due in part to one of our main customers delaying
the start date of contracted work, which not only reduced the revenue stream
but, had a significant negative effect on efficiencies in general; and two, a
fixed price overhaul bid, which included material. During the term of this job
HAT was subjected to higher prices than anticipated for strategic parts to
complete the overhaul.

Operating expenses for the holding company, Renegade were $638,507 in the third
quarter of 2003. This amount reflects the administrative costs of running
Renegade, $79,945 in legal expense, $34,253 in travel expense mainly connected
with efforts to improve capitalization, $437,000 related to expenses paid with
stock to consultants and Directors.

HAT operating expenses were $466,148 for the third quarter of 2003 and as a
percentage of revenues were 18%. The same period in 2002 showed operating
expenses of 166,620, which was 8% as a percentage of revenues. Income from
operations was 316,030 for the fourth quarter, ended December 31, 2003 as
compared with $163,434 for the fourth quarter of 2002. We are cautiously
optimistic that our continued focus on profitability coupled with intense
efforts both in marketing our services and in containing our costs will help the
Company maintain and grow our profit mode in spite of the problems the aviation
industry has been experiencing over the past months.

Company interest expense during the third quarter of 2003 was $48,298 absent the
interest related to factoring the invoices of one of our customers. The interest
expense related to that factoring is passed on to our customer and is offset by
interest income.

Results in the fourth quarter ended December 31, 2003 reflect Management's
decision to reject a policy of focusing on increased revenue in favor of
focusing on profitability. While the gradual upward trend in HAT revenues did
not continue as a result of this new outlook, the net results, as shown by the
table below, indicate stunning results for the focus on profitability. Not only
did HAT record a profit in the fourth quarter but also, that profit, $370,047,
was significant when compared with prior quarters' results. The Company recorded
a first-time profit in the fourth quarter of $104,184 aided by the Renegade
revenue stream produced under the Mesa Airlines agreement mentioned earlier.

Operating expenses for the holding company, Renegade, were $277,414 in the
fourth quarter of 2003. This amount reflects the administrative costs of running
Renegade, $84,000 for various professional services a portion of which was paid
with stock, $23,000 in travel expense mainly connected with efforts to improve
capitalization.

On a consolidated basis, our revenues for 2003 of $15,378,352 are approximately
3 times our 2002 revenue of $5,009,703. Even after adjustment reflecting that
2002 was our 8 1/2 month inception year, revenue still approximately doubled.
The $15,378,352 includes $9,337,130 in labor billings resulting from 208,866
billable hours. This represents an average billable rate of $44.70 on all work
performed. The acceleration in revenue is attributable to increased hours billed
performing our core MROM services plus our recognizing and seizing the
opportunity to purchase and resell three Boeing 737-200 aircraft. The increase
is due to our success in securing new customers and securing more business from
existing customers as their experience with us gives them confidence in the
quality of our work and our ability to equal or exceed customer expectations for
on-time delivery.

Included in the operating expenses for the Company in the year ended December
31,2003 is $568,000 associated with the award of stock and stock options. There
were no extraordinary items.

The following table graphically depicts the quarterly performance for Global and
HAT operating subsidiaries on a stand-alone and consolidated basis for the year
ended December 31, 2003:
<TABLE>
<CAPTION>

 ---------------------- ---------------- ------------- -------------- --------------
          Period          Income          Stand Alone    Stand Alone   Consolidated
 ---------------------- ---------------- ------------- -------------- --------------
 Quarter ended          Statement:         Global            HAT          Global
 ---------------------- ---------------- ------------- -------------- --------------
<S>                                                        <C>            <C>
 March 31, 2003         Revenue                           $ 3,448,225    $ 3,448,225
 ---------------------- ---------------- ------------- -------------- --------------
                        Cost of Sales                    ($ 2,818,668)  ($ 2,818,668)
 ---------------------- ---------------- ------------- -------------- --------------
                        Expenses          ($  144,932)   ($   606,470)  ($   751,402)
 ---------------------- ---------------- ------------- -------------- --------------

<PAGE>


---------------------- ---------------- -------------  -------------- --------------
                       Net Profit         ($  144,932)    $    23,087   ($   121,845)
                        (Loss)
---------------------- ---------------- -------------  -------------- --------------

---------------------- ---------------- -------------  -------------- --------------
  June 30, 2003        Revenue                            $ 4,071,135    $ 4,071,135
---------------------- ---------------- -------------  -------------- --------------
                       Cost of Sales                     ($ 3,355,881)  ($ 3,355,881)
---------------------- ---------------- -------------  -------------- --------------
                       Expenses           ($  390,813)   ($   704,892)  ($ 1,095,705)
---------------------- ---------------- -------------  -------------- --------------
                       Net Profit         ($  390,813)    $    10,362   ($   380,451)
                        (Loss)
---------------------- ---------------- -------------  -------------- --------------

 ---------------------- ---------------- ------------- -------------- --------------
 September 30, 2003    Revenue             $   84,552     $ 5,007,273    $ 5,091,825
---------------------- ---------------- -------------  -------------- --------------
                       Cost of Sales          (68,224)   ($ 4,397,250)  ($ 4,465,474)
---------------------- ---------------- -------------  -------------- --------------
                       Expenses              (638,506)   ($   889,161)  ($ 1,527,667)
---------------------- ---------------- -------------  -------------- --------------
                       Net Profit         ($  622,178)   ($   279,138)  ($   901,316)
                        (Loss)
---------------------- ---------------- -------------  -------------- --------------

---------------------- ---------------- -------------  -------------- --------------
 December 31, 2003     Revenue             $  227,633     $ 2,539,534    $ 2,767,167
---------------------- ---------------- -------------  -------------- --------------
                       Cost of Sales         (171,105)   ($ 1,678,119)  ($ 1,849,222)
---------------------- ---------------- -------------  -------------- --------------
                       Expenses              (265,863)       (491,368)      (813,759)
---------------------- ---------------- -------------  -------------- --------------
                       Net Profit         ($  265,863)    $   370,047    $   104,184
                        (Loss)
---------------------- ---------------- -------------  -------------- --------------

---------------------- ---------------- -------------  -------------- --------------
                       Revenue             $  312,185     $15,066,167    $15,378,352

---------------------- ---------------- -------------  -------------- --------------
                       Cost of Sales         (229,329)   ($12,249,918)  ($12,489,247)
---------------------- ---------------- -------------  -------------- --------------
                       Expenses            (1,496,642)   ($ 2,691,890)  ($ 4,188,533)
---------------------- ---------------- -------------  -------------- --------------
                       Net Profit         ($1,423,786)    $   124,359   ($ 1,299,428)
                        (Loss)
---------------------- ---------------- -------------  -------------- --------------
</TABLE>


                         LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of December 31, 2004, we had outstanding secured indebtedness of $604,411
represented by a factored borrowing by our World Jet subsidiary. It should be
noted that included in our accrued liabilities total of $844,709 is $122,076
that represents payroll taxes, interest and penalties due to the Internal
Revenue Service for the second quarter of 2004. (This amount was paid during
January and all tax payments are now current.) (see Note 18, Subsequent Events,
in the footnotes to the Audited Financial Statements included as part of this
report.) Our ability to make payments of principal and interest on outstanding
debt will depend upon our future operating performance, which will be subject to
economic, financial, competitive and other factors, some of which are beyond our
control. Our ability to repay our indebtedness is dependent on several factors:
our continued ability to secure high profit margin jobs, more fully utilizing
our capacities, creating a higher bottom line and consequently more cash; and
our ability to establish revolving credit lines, which we can draw on as needed.

<PAGE>


There were two significant funding events during 2004 as follows:

     On May 26, 2004, the Company entered into a private placement agreement
     with Barron Partners, LP. Under the terms of the private placement, Barron
     Partners purchased restricted 9,600,000 shares of common stock at a price
     of $.34 per share, and for each share purchased received .75 warrants to
     purchase an additional share at $.68 per share plus .75 warrants to
     purchase an additional share at $1.36 per share. If all of the warrants are
     exercised at their full purchase price, Barron Partners will acquire a
     total of 24,000,000 shares of the Company's common stock in exchange for a
     total of $17,952,000 in equity funding.

     On September 3, 2004, pursuant to the "safe harbor" private offering
     exemption provided by Rule 506 of Regulation D under Section 4(2) of the
     Securities Act of 1933, in exchange for One Million One Hundred Thousand
     Dollars ($1,100,000.00) the Company sold 2,115,386 shares of the Company's
     common stock (purchase price of $0.52 per share), class A warrants to
     purchase 1,057,693 shares of the Company's common stock (exercise price of
     $1.00 per share), and Class B warrants to purchase 1,057,693 shares of the
     Company's common stock (exercise price of $1.36 per share). The Company
     received $949,000 during the third quarter of 2004 as a result of this
     transaction.

Changes in the Company's Balance Sheet for the year ended December 31, 2004 were
meaningful.

These changes were largely the result of these events:

          1.   The closing of our purchase of the assets of Hamilton Aviation
          2.   The private placement with Barron Partners, LP
          3.   The purchase of World Jet Corporation.
          4.   The September 3, 2004 private placement agreement discussed in
               the preceding paragraph.
          5.   A renegotiated lump-sum payment of $750,000 to satisfy the debt
               associated with the purchase of the assets of Hamilton Aviation.

Total assets increased from $3,245,781 at December 31, 2003 to $11,920,388 at
December 31, 2004. Significant increases for the period were:

     Cash on hand increased $541,224.

     Accounts receivable showed an increase of $3,153,270.

     Inventory increased $2,864,850.

     Property, plant and equipment increased $1,092,646.


During the year ended December 31, 2004 total liabilities increased from
$4,397,472 at December 31, 2003 to $5,651,670 at December 31, 2004, primarily
due to:

     A reduction in Notes Payable of $798,862 that was the result of payoffs of
     obligations.

     Accounts Payable increased $1,283,922.

     Amount due to factor increased $210,020.

     Shares subject to mandatory redemption decreased $400,535.

     Customer deposits increased $252,734

     Billings in excess of costs and estimated earnings on contracts in progress
     increased $642,552.


Cash

As of December 31, 2004 we had $549,904 in cash on hand and approximately
$4,766,215 in collectible receivables. Management believes that anticipated cash
flows will be adequate to sufficiently provide working capital. We cannot assure
you that financing alternatives will be available to us in the future to support
our working capital requirements should they be needed.

<PAGE>


                              Short-Term Financing

As of December 31, 2004, the Company's World Jet subsidiary had placed invoices
belonging to various customers, in full recourse financing. The debt is secured
by the company's accounts receivable due from customers and bears interest at a
rate as high as 50% per annum. At December 31, 2004, open invoices had
accumulated interest at a rate of 32% per annum. The total amount of invoices
placed is $755,514.05 on which the factor advanced $604,411.24. At December 31,
2004, the customers had made payments totaling $119,577.00; leaving a balance
due to the factor of $635,937.05 payable by customers. No interest is being
charged to customers. Interest due to the factor as of December 31, 2004 was
$16,999.07.


                               Long-Term Financing

No long term financing was in place during 2004. (see Note 18, Subsequent
Events, in the footnotes to the Audited Financial Statements included as part of
this report.)


Possible Cancellations, Reductions or Delays

A large portion of our operating expenses is relatively fixed; therefore
cancellations, reductions or delays in orders by a customer or group of
customers could materially adversely affect our business, financial condition or
results of operations.


                CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

Financial Reporting Release No. 60 of the SEC encourages all companies to
include a discussion of critical accounting policies or methods used in the
preparation of the financial statements. Our consolidated financial statements
filed as part of this annual report include a summary of the significant
accounting policies and methods used in the preparation of our consolidated
financial statements.

REVENUE RECOGNITION. We recognize revenues related to engine overhaul services
when we ship the overhauled engine. Revenues from fixed-fee contracts for MROM
sales are recognized on the percentage-of-completion method, measured by the
cost-to-cost method, commencing when progress reaches a point where experience
is sufficient to estimate final results with reasonable accuracy. Revision in
cost and labor hour estimates and recognition of losses on these contracts are
reflected in the accounting period in which the facts become known. Revenues
from time and material contracts are recognized as the services are performed.
Revenues from part sales are recognized when parts are shipped.

USE OF ESTIMATES. Management's Discussion and Analysis of Financial Condition or
Plan of Operation is based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of our financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and the related disclosure of
contingent assets and liabilities. Management evaluates these estimates on an
on-going basis, including those related to estimated losses on disposal of
discontinued operations, the allowance to reduce inventory to the lower of cost
or net realizable value, the estimated profit recognized as aircraft
maintenance, design and construction services are performed, the allowance for
doubtful accounts and notes receivable, future cash flows in support of long
lived assets, medical benefit accruals, and the estimated fair values of
facilities under capital leases. Management bases its estimates on historical
experience and on various other assumptions that they believe are reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions and conditions.


Item 7. FINANCIAL STATEMENTS

The financial information required by Item 7 is included following Part III of
this report.


Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OR ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

<PAGE>


Item 8A. CONTROLS AND PROCEDURES

The Company, under the supervision and with the participation of its management,
including the Chief Executive Officer/Chief Financial Officer, evaluated the
effectiveness of the design and operation of the Company's "disclosure controls
and procedures"(as defined in rule 13a-15(e) under the Securities Exchange Act)
as of the end of the period covered by this report. Based on that valuation, the
Chief Executive/Chief Financial Officer concluded that the company's disclosure
controls and procedures are effective in timely making known material
information relating the Company and the Company's consolidated subsidiaries
required to be disclosed in the Company's reports filed or submitted under the
Exchange Act. There has been no change in the Company's internal control over
financial reporting during the quarter ended December 31, 2004 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

The Directors and Officers of Global, all of those whose one year terms will
expire May 2005, or at such a time as their successors shall be elected and
qualified are as follows:
<TABLE>
<CAPTION>

Name & Address          Age        Position                    Date First Elected     Term Expires
----------------------------------------------------------------------------------------------------

<S>                     <C>                                          <C>                  <C>
Ian Herman              58      Chairman/CEO/CFO/Director            5/02                 04/05

John Sawyer             39      Director & President                 5/02                 04/05

Gordon Hamilton         51      Director                             5/02                 04/05

Alfredo Mason           43      Director                             5/04                 04/05

Lawrence Mulcahy        55      Director                             5/04                 04/05
</TABLE>


Each of the foregoing persons may be deemed a "promoter" of the company, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgment, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.

No Executive Officer or Director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding, which is currently pending.

No Executive Officer or Director of the corporation is the subject of any
pending legal proceedings.


                            BIOGRAPHICAL INFORMATION

The following is a brief account of the business experience during at least the
past five years of each person who is a director and executive officer at the
time of filing this report, indicating the principal occupation and employment
during that period, and the name and principal business of the organization in
which such occupation and employment were carried out.

Ian Herman: CEO/CFO/Chairman. From 2002 through the present, Mr. Herman has
served as the CEO/CFO and Chairman of Global Aircraft Solutions, Inc. and its
subsidiaries. From 2000 through the present, Mr. Herman has been the President
of The Financial Capital, Inc., which is engaged in financial and business
consulting. From 1995-2000, Mr. Herman was Chairman and a Board Member for the
British government handling major inward investments into the United Kingdom as
well as administering and evaluating projects in diverse industries totaling

<PAGE>


more than $200,000,000.00. During his tenure with the British government, Mr.
Herman was awarded the Freedom of the City of London in recognition of his
services. During the period of 1990-1999, Mr. Herman was the Chief Executive
Officer of his own accounting and business consulting business specializing in
publishing, healthcare, telecommunications, airlines, manufacturing and
information technology. From 1988-1990 Mr. Herman was Chairman and Chief
Executive Officer for British World Airlines Limited.

John B. Sawyer: President, Chief Operating Officer and Director. From May 2002
through the present, Mr. Sawyer has been the President of Global Aircraft
Solutions, Inc.. From 1998 through May 6, 2002, John Sawyer was Chief Operating
Officer of Hamilton Aviation, Inc. From 1996 until 1997, Mr. Sawyer was
president of Matrix Aeronautica S.A. de C.V., a Mexican repair station located
in Tijuana, Baja California. John received an A.A. in Aerospace Engineering from
the University of Texas (Austin). In 1986 John joined Pan American World Airways
based in Berlin, Germany. Subsequent to that he worked as a Production Foreman
at Raytheon, a Quality Control Supervisor at TIMCO, a Heavy Maintenance
Representative for World Airways, and Director of Quality Control at Federal
Express Feeder.

Gordon D. Hamilton: Director. Gordon is the son of Hamilton Aviation founder,
Gordon B. Hamilton, and literally grew up in the aviation business. Mr. Hamilton
joined Hamilton Aviation full time as Vice President, Marketing after graduating
with honors from the University of Chicago in 1978 with a BA in Tutorial
Studies. Gordon became President and Chief Executive Officer of Hamilton
Aviation in 1993; a position that he held until joining Hamilton Aerospace in
2003.

Alfredo Alejandro Mason: Director. From 1983 - 1986 Mr. Mason was the Director
of Administration and Engineering for Pan Aviation Airlines. From 1986 - 1988
Mr. Mason was the Senior Account Executive for the Aviation and Aerospace
Division of Marsh & McLennan. From 1988 - 1990 Mr. Mason was the Director of
Aviation and Aerospace for Sedgwick James. From 1990 - Present Mr. Mason was the
founder of and currently serves as the President and CEO of Southeast Marine and
Aviation Insurance. Mr. Mason attended Embry-Riddle Aeronautical University
where he majored in Aeronautical/Aerospace Engineering and also he attended the
University of Miami where he studied International Finance and Insurance.

Lawrence Mulcahy: Director. Since 1988, Mr. Mulcahy has served as the President
of L.L. Industries, d/b/a Davis Kitchens. Davis Kitchens is a wholesale
distributor of cabinetry for commercial and residential use. Since 1994, Mr.
Mulcahy has served as the President of Becker Specialties and Manufacturing in
Tucson, AZ, a manufacturer of plastic laminate countertop blanks. Mr. Mulcahy
has also been a partner in Davis Kitchens since 1994. Mr. Mulcahy received his
B.S. in Economics from the University of Arizona and was a member of the United
States Air Force prior to attending college.


                              Family Relationships

There are no family relationships between any directors or executive officers.


                              SIGNIFICANT EMPLOYEES

The following persons are considered significant employees of our HAT
subsidiary:

Ian Herman, Chairman and Chief Executive Officer. Biography above.

John B. Sawyer, President. Biography above.

Alan R. Abate, Vice President and Senior Corporate Officer. Mr. Abate started
his aviation career in 1976 at Hamilton Aviation. During his early years, he
earned his FAA Airframe and Power plant certificates and honed his skills in
transport category aircraft repair, maintenance and modification. In 1986, Mr.
Abate joined the management team at Hamilton Aviation. Working days and going to
school at night, he earned an Advanced Certificate and AAS degree, with honors,
in Business Administration from Pima College in Tucson, Arizona. Since joining
HAT shortly after its inception in April 2002, Mr. Abate has been responsible
for contract management and corporate administration including human resources
and information systems for Hamilton Aerospace.

Patricia Graham, Chief Financial Officer. Since 1995, Patricia Graham has been
associated with the aviation industry serving as Divisional Controller for IAC
Complete Controls, Inc., as Regional Controller for American Aircarriers
Support, Inc., and as Controller and Corporate Officer for Evergreen Air Center,
Inc. prior to joining HAT. Ms. Graham graduated Summa Cum Laude from the
University of Arizona with a B.S. in Business Administration. Ms. Graham has
over 15 years history in accounting, fiscal planning and budgetary operations,
as well as 5 years public accounting experience.

David T. Querio, Vice President of Operations, Hamilton Aerospace. Mr. Querio
joined the Company in May 2004 and brings with him over 21 years of aviation
industry maintenance and maintenance management experience. Prior to joining
HAT, Mr. Querio was Vice President of Operations for a large FAR145 Repair
Station supervising in excess of 450 personnel. Prior to this, Mr. Querio served
as Vice President, General Manager of the AMS Goodyear, AZ facility; Vice
President, Engineering and Maintenance for Mesa Airlines; Vice President,

<PAGE>


Maintenance for Mahalo Airlines and Vice President; Customer Support, Planning
and Sales for West Virginia Air Center. Mr. Querio also worked for American
Airlines for nine years in numerous mechanical and management positions.

The following persons are considered significant employees of our World Jet, Inc
subsidiary:

Ralph Garcia, General Manager, World Jet Corporation. Mr. Garcia established
World Jet Corporation in 1996 as a broker in the aircraft parts industry. World
Jet Corporation operated an aircraft parts facility in Los Angeles, CA until
2003 when the company relocated it's operations to Tucson, AZ. Mr. Garcia was
the owner and managing director of World Jet Corporation for 7 years until
January 1,2004, the effective date of the acquisition of World Jet Corporation
by Global Aircraft Solutions, Inc. After the acquisition in January 2004, Mr.
Garcia accepted employment as the General Manager of the World Jet Corporation
division of Global Aircraft Solutions, Inc. Prior to establishing World Jet
Corporation in 1996, Mr. Garcia was self employed as an independent sales and
marketing representative and has over 15 years of experience in sales and the
aviation industry.

Andrew Maxam, Sales. Mr. Maxam started in the aviation business in 1987 as
director of sales with American Aerospace, Inc where sales increased from
$1,000,000 - $6,000,000 per year within the 4 year period of his employment
there. From 1991 - 1996 Mr. Maxam served as President of International Aerotech,
Inc., an aerospace parts sales company employing 25 in Irvine, CA. Currently Mr.
Maxam is responsible for sales for World Jet Corp, a company that has become one
of the worlds largest parts sales companies.

Ramon P. Curbita, Accountant. Has been with the company since 2000. A
professional with 17 years experience in accounting and other related fields. He
has extensive knowledge in various industries such as banking, manufacturing,
construction, wholesale and retail industry. Graduated college with the a
Bachelor of Science Degree in Commerce, major in Accounting and an undergraduate
of Master in Business Administration at the Polytechnic University of the
Philippines. He held various positions as Finance and Operations Manager for Tan
Holdings Group of Companies in Guam and Chief Accountant for Saipan Ice and
Water Company in the Commonwealth of the Northern Mariana Islands, U.S.
Commonwealth, Pacific.


                         Exclusion of Director Liability

Pursuant to the General Corporation Law of Nevada, Global's Certificate of
Incorporation excludes personal liability on the part of its directors to Global
for monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or for improper
payment of dividends. This exclusion of liability does not limit any right which
a director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.


                                 Code of Ethics

Global has adopted a code of ethics applicable to its executive officers at this
time and that code is posted on its website at www.hamaerotech.com.


Item 10. EXECUTIVE COMPENSATION.

Global currently has in place an employee stock compensation plan and two
compensatory stock option plans. Global has no long-term incentive plans, as
that term is defined in the rules and regulations of the Securities and Exchange
Commission. There are no other compensatory or benefit plans, such as retirement
or pension plans, in effect or anticipated to be adopted at this time, although
in the future the Board of Directors may adopt other plans.


          Compensation of Officers and Directors and Executive Officers

The table below presents information concerning the compensation of the
Company's Chairman of the Board, Chief Executive Officer and its other most
highly compensated executive officers for the current year. None of such persons
were compensated by the Company or by HAT during 2001. Such officers are
sometimes collectively referred to below as the "Named Officers."


<PAGE>

<TABLE>
<CAPTION>
                                                      SUMMARY COMPENSATION TABLE

                                                        Long-Term Compensation

                                      Annual Compensation                  Awards             Payouts
                               ------------------------------        ----------------------   -------

(a)                     (b)     (c)        (d)          (e)          (f)         (g)          (h)          (i)

Name and                Year   Salary      Bonus        Other        Restricted  Securities,  LTIP         Other
principal position                                                   Stock       Underlying   Payouts      Compensation
                                                                     Awards      options &
                                                                                 SAR's
                                                                     (Shares)

<S>                     <C>    <C>         <C>                       <C>
     Ian Herman         2004   $120,012    $13,000      None         2003award   None         None         None
Chairman, CEO                                                        vested

                    1   2003   $109,717    None         None         2,500,000   None         None         None

                        2002   $ 75,240    None         None         None        $40,000      None         None

John B. Sawyer          2004   $146,546    $  26,000    None         2003award   None         None         None
President, COO                                                       vested

                    1   2003   $142,159    None         None         2,500,000   None         None         None

                        2002   $ 88,310    None         None           400,000   None         None         None

Gordon Hamilton,        2004   46,598      None         None         None        None         None         None
Director

                    2   2003   33,518      None         None         None        None         None         None

                                           None         None         None        None         None         None
Ronald J. Clark         2004   None
Former President,
CEO

                        2003   $ 28,766    None         None         None        None         None         None

                    3   2002   $ 75,240    $15,000      None         None        None         None         None

                                           None         None         None        None         None         None
Randy J. Sasaki         2004   None
Former Director

                        2003   $0          None         None         None        None         None         None

                    4   2002   $0          $22,500      None         None        None         None         None

                                           None         None         None        None         None         None
John Brasher            2004   None
Former Director

                        2003   $0          None         None         None        None         None         None

                    4   2002   $0          None         $18,340      None        None         None         None
<PAGE>



(1) The Restricted stock awards given to Herman and Sawyer in 2003 are pursuant
to Employment Agreements filed under form DEF 14C on September 26, 2003.

(2) Hamilton became a director September 1, 2003

(3) The bonus amounts payable in 2002 to Clark consist of awards of common stock
pursuant to the 1997 Employee Stock Compensation Plan. The restricted stock
awards consist of common stock awarded pursuant to the 1997 Employee Stock
Compensation Plan.

(4) Sasaki and Brasher were directors, and Sasaki was an executive officer of
the Company for the years respectively ended December 31, 2001 and 2002. Their
service terminated on May 3, 2002. Other compensation payable to Brasher for
those years consisted of legal fees.

The Company has or intends to implement employee benefits that are or will be
generally available to all its employees and its subsidiary employees, including
medical, dental and life insurance benefits and a 401(k) retirement savings
plan.

None of the Named Officers received any form of non-cash compensation from the
Company or Hamilton Aerospace in the years ended December 31, 2003, 2002 or
2001, nor currently receives any such compensation. The Company intends to
implement employee benefits that will be generally available to all its
employees and its subsidiary employees, including medical, dental and life
insurance benefits and a 401(k) retirement savings plan.


                                                   OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                Individual Grants

(a)                       (b)                    ( c)                    (d)                    (e)

Name                      Number of Securities   % of Total              Exercise or Base       Expiration Date
                          Underlying             Options/SAR's Granted   Price ($/Sh)
                          Options/SAR's Granted  to Employees in
                                                 Fiscal Year
--------                  ---------------------------------------------------------------------------------------------

Ian Herman                133,334                10%                     $0.17                  05/13/2008 (30 day
                                                                                                grace period)

John B. Sawyer            766,666                58%                     $0.17                  05/13/2008 (30 day
                                                                                                grace period)


                   AGGREGATED OPTION'SAR EXERCISES IN LAST FISCAL YEAR and FISCALYEAR-END OPTION/SAR VALUES

(a)                     (b)                   ( c)                 (d)                       (e)

Name                    Shares Acquired on    Value Realized ($)   Exercisable               Unexercisable
                        Exercise

--------                -----------------------------------------------------------------------------------------------

Ian Herman              None                  N/A                  133,334                    N/A

John B. Sawyer          None                  N/A                  766,666                    N/A
</TABLE>


2002 Compensatory Stock Option Plan

Global has adopted the 2002 Compensatory Stock Option Plan for officers,
employees, directors and advisors (the "2002 CSO Plan"). The shareholders have
not yet approved this plan. Global has reserved a maximum of 3,000,000 Common
Shares to be issued upon the exercise of options granted under the 2002 CSO
Plan. The 2002 CSO Plan will not qualify as an "incentive stock option" plan
under Section 422A of the Internal Revenue Code of 1986, as amended. The Board
of Directors or other plan administrator will grant options under the 2002 CSO
Plan at exercise prices to be determined. With respect to options granted

<PAGE>


pursuant to the 2002 CSO Plan, optionees will not recognize taxable income upon
the grant of options granted at or in excess of fair market value. Global will
be entitled to a compensating deduction (which it must expense) in an amount
equal to any taxable income realized by an optionee as a result of exercising
the option. The Board of Directors administers the 2002 CSO Plan. Options to
purchase an aggregate of 580,000 shares of Global common stock have been granted
under the 2002 CSO Plan.

2003 Employee Stock Compensation Plan

Global has adopted the 2003 Employee Stock Compensation Plan for officers,
employees, directors and advisors (the "2002 ESC Plan"). The shareholders have
not yet approved this plan. Global has reserved a maximum of 5,000,000 Common
Shares to be issued upon the grant of awards under the ESC Plan. Employees will
recognize taxable income upon the grant of Common Stock equal to the fair market
value of the Common Stock on the date of the grant and Global will recognize a
compensating deduction at such time. The Board of Directors administers the ESC
Plan. 2,800,000 shares of Common Stock available under the EXC Plan have been
awarded and issued.

                            Compensation of Directors

The Company has employment agreements with Ian Herman and John Sawyer. Each
provides for the payment of a base salary with increases in base salary based
upon the company's net profit performance and for bonus compensation based on
performance. On July 29, 2004 Directors Mason and Mulcahy accepted Engagement
Agreements to serve as Directors. The Agreements call for an honorarium payment
of $100.00 per hour for every hour reasonably expended in performance of their
duties and incentive compensation in the form of options to purchase 50,000
shares each of common stock, under the 2003 CSOP. On October 29, 2004, Gordon
Hamilton resigned his position with HAT and became a compensated Director for
the Company at the annual rate of $40,000 plus medical benefits and expenses.


Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

The following table sets forth, as of December 31, 2004, the stock ownership of
each officer and director of Global, of all officers and directors of Global as
a group, and of each person known by Global to be a beneficial owner of 5% or
more of its Common Stock, $.001 par value per share. Except as otherwise noted,
each person listed below is the sole beneficial owner of the shares and has sole
investment and voting power of such shares. No person listed below has any
option, warrant or other right to acquire additional securities of Global,
except as noted.


NAME AND ADDRESS OF           AMOUNT OF COMMON STOCK     PERCENT OF COMMON STOCK
BENEFICIAL OWNER              OWNED BENEFICIALLY                    OUTSTANDING

Ian M. Herman                     2,690,000                   1     8.8 %

John B. Sawyer                    2,740,000                   2     8.9 %

All Directors and
  Executive Officers              5,430,000                        17.7 %

Barron Partners, LP               9,600,000                   3    31.3 %

Perugia Design                    2,000,000                   4     6.5 %

<PAGE>


1    2,500,000 shares issued pursuant to Employment Agreement filed under DEF14C
     on September 26, 2003.

2    2,500,000 shares issued pursuant to Employment Agreement filed under DEF14C
     on September 26, 2003.

3    On May 26 2004, pursuant to the "safe harbor" private offering exemption
     provided by Rule 506 of Regulation D under Section 4(2) of the Securities
     Act of 1933), the Company sold 9,600,000 shares of the Company's common
     stock to Barron Partners.

4    Originally part of 3,000,000 shares of stock issued in the Company's
     acquisition of Johnstone SoftMachine Corporation. These shares were subject
     to an agreement wherein a company controlled by a member of the family of
     one of the Board of Directors agreed to purchase 2,000,000 shares of this
     stock. This purchase produced a Note from the buyer, Perugia Design
     Corporation, for $100,000 that has been assigned by LogiCapital to the
     Company.

Item 12. Certain Relationships and Related Transactions.

There were no transactions, or series of transactions, for the years ended
December 31,2004, 2003 or 2002 to which Global was a party, in which the amount
exceeds $60,000, and in which to the knowledge of Global, any director,
executive officer, nominee, five percent or greater shareholder, or any member
of the immediate family of any of the foregoing persons, have or will have any
direct or indirect material interest.


Item 13. Exhibits and Reports on Form 8-K.

(a) Exhibits. The following exhibits are filed with this report, except those
indicated as having previously been filed with the Securities and Exchange
Commission and incorporated by reference to another report, registration
statement or form. As to any shareholder of record requesting a copy of this
report, Global will furnish any exhibit indicated in the list below as filed
with report upon payment to Global of its expenses in furnishing the
information.

2.1  Stock Exchange Agreement and Plan of Reorganization dated April 12, 2002,
     among the Company, JSC and the shareholders of JSC, incorporated by
     reference to Exhibit 2.1 to Form 8-K dated May 1, 2003................. 1

2.1  Stock Exchange Agreement and Plan of Reorganization dated April 30, 2002,
     among the Company, HAT and the shareholders of HAT, incorporated by
     reference to Exhibit 2.1 to Form 8-K dated May 3, 2003................. 1

3.1  Articles of Incorporation of Renegade Venture Corporation, incorporated by
     reference to Exhibit 3.1 to registration statement on Form S-18, file No.
     33-30476 dated August 11, 1989 ........................................ 1

3.2  Bylaws of Renegade Venture Corporation, incorporated by reference to
     Exhibit 3.2 to registration statement on form S-18, file No.33-30476 dated
     August 11, 1989 ....................................................... 1

3.5  Amendment to Articles of Incorporation of RenegadeVenture Corporation,
     incorporated by reference from Exhibit 3.5 to Form 8-K dated August 16,
     1996 .................................................................. 1

3.6  Articles and Certificate of Merger dated September 18, 1997, between
     Renegade Venture Corporation and Renegade Venture (Nev.) Corporation, a
     Nevada corporation, with Merger Agreement attached thereto as Exhibit A,
     incorporated by reference to Exhibit 2.1 to Form 8-K dated
     October 2, 1997. ...................................................... 1

3.7  Certificate of Incorporation of Renegade Venture (Nev.) Corporation,
     incorporated by reference to Exhibit 3.1 to Form 8-K old-fashioned October
     2, 1997................................................................ 1

3.8  Bylaws of Renegade Venture (Nev.) Corporation, incorporated by reference to
     Exhibit 3.2 to Form 8-K dated October 2, 1997.......................... 1

3.9  Articles of Incorporation of Johnstone SoftMachine Corporation,
     incorporated by reference to Exhibit 3.1 to Form 8-K dated
     May 1, 2003............................................................ 1

3.10 Bylaws of Johnstone SoftMachine Corporation, incorporated by reference to
     Exhibit 3.2 to Form 8-K dated May 1, 2003.............................. 1

3.11 Articles of Incorporation of Hamilton Aerospace Technologies, Inc.,
     incorporated by reference to Exhibit 3.1 to Form 8-K dated May 3,
     2003................................................................... 1

3.12 Bylaws of Hamilton Aerospace Technologies, Inc., incorporated by reference
     to Exhibit 3.2 to Form 8-K dated May 3, 2003........................... 1

3.13 Amendment to Articles of Incorporation/ByLaws incorporated by reference to
     Form 8-K dated 12/16/04................................................ 1

4.1  Specimen common stock certificate, incorporated by reference to Exhibit 4.1
     to registration statement of Form S-18, file No. 33-30476 dated August 11,
     1989 .................................................................. 1
<PAGE>


10.1 Common Stock Option granted to Randy J. Sasaki......................... 1

10.2 Common Stock Option granted to John D. Brasher Jr...................... 1

10.3 Data License Agreement dated April 12, 2002, between LogiCapital
     Corporation and Johnstone SoftMachine Corporation, incorporated by
     reference to Exhibit 10.1 to Form 8-K dated May 1, 2003................ 1

10.4 Sale of Assets Agreement dated April 15, 2002, between Hamilton Aerospace
     and Hamilton Aviation, Inc., incorporated by reference to Exhibit 10.1 to
     Form 8-K dated May 3, 2002............................................. 1

10.5 Acquisition of World Jet Corporation incorporated by reference to Form 8-K
     filed August 13, 2004 ................................................. 1

10.6 Subscription agreement, private offering incorporated by reference to
     Form 8-K filed September 8, 2004 ...................................... 1

10.7 Consignment agreement incorporated by reference to Form 8-K filed
     December 8, 2004 ...................................................... 1

11.1 Statement regarding computation of per share earnings incorporated in notes
     to the audited financial statements herein ............................ 2

14.1 Code of Ethics......................................................... 2

21.1 Subsidiaries of the Registrant......................................... 2

22.1 Published report regarding matters submitted to vote................... 2

31.1 Rule 13a -14/15d -14 (a) Certifications................................ 2

32.1 Section 1350 Certifications............................................ 2

99.1 1997 Compensatory Stock Option Plan, incorporated by reference to Exhibit
     10.1 to Form 8-K dated October 2, 1997................................. 1

99.2 1997 Employee Stock Compensation Plan, incorporated by reference to Exhibit
     10.2 to Form 8-K dated October 2, 1997................................. 1

99.3 2002 Compensatory Stock Option Plan, incorporated by reference to Exhibit
     99.1 to Form 8-K dated May 1, 2002..................................... 1

1 - Incorporated by reference to another registration statement, report or
    document.

2 - Included as part of this Report.

(b) Reports on Form 8-K.

Filed during 4th Quarter of 2004:

September 8, 2004 - covering Item 3.02, Unregistered Sales of Equity Securities,
Item 9.01. Financial Statements and Exhibits. The exhibits were 3.02, Form of
Subscription Agreement; A, form of Warrants; B, Escrow Agreement; C, Form of
Legal Opinion; D, Form of Finder's Warrants; E, Public disclosure; and F, form
of Limited Standstill Agreement.

October 8, 2004 - covering Item 7.01. Regulation FD Disclosure, and Item 9.01.
Financial Statements and Exhibits. The exhibit was a Press Release of Renegade
Venture (NEV.) Corporation, Inc. issued October 6, 2004.

November 15, 2004 - covering Item 2.02, Results of Operations and Financial
Condition, Item 9.01 Financial Statements and Exhibits. The exhibit was a Press
Release of Renegade Venture (NEV.) Corporation, Inc. issued November 15, 2004.

December 8, 2004 - covering Item 1.01, Entry into a Material Definitive
Agreement.

December 9, 2004 - covering Item 9.01, Financial Statements and Exhibits. The
exhibit was a Press Release of Renegade Venture (NEV.) Corporation dated
December 9, 2004. (Amendment to December 8, 2004 8-K)

December 15, 2004 - covering Item 9.01, Financial Statements and Exhibits. The
exhibits were auditied Financial statemetns of World Jet Corportion for the
years ended 2002 and 2003 and The unaudited condensed consolidated financial
statements of Renegade Venture (NEV.) Corporation for the nine months ended
September 30, 2004. (Amendment to August 13, 2004 8-K)

December 16, 2004 - covering Item 5.03, Amendments to Articles of Incorporation
or By Laws; change in Fiscal Year, and Item 9.01 Financial Statements and
Exhibits. The exhibits were Amended and Restated Certificate of Incorporation of
Global Aircraft Solutions, Inc., formerly Renegade Venture (NEV.) Corporation,
Certificate of Amendment filed with the Nevada Secretary of State, and Press
Release of Global Aircraft Solutions, Inc. dated December 16, 2004.

Filed in earlier quarters of 2004:

August 13, 2004 - covering Item 2, Acquisition or Dispostion of Assets and Item
7, Financial Statements, Pro Forma Financial Information and Exhibits. The
exhibits were Stock Purchase Agreement and Press Release of Renegade, dated as
of July 29, 2004.


<PAGE>


Item 14.  Principal Accountant Fees and Services

The following table represent aggregate fees billed to the Company for the years
ended December 31, 2004 and 2003 by Larry O'Donnell, CPA, P.C., the company's
principal accounting firm.


               ----------------------- -- ------------------------
                                          Year Ended December 31,
               ----------------------- -- ---------- -- ----------
                                             2004          2003
               ----------------------- -- ---------- -- ----------
               Audit Fees                 $  9,390      $   7,600
               ----------------------- -- ---------- -- ----------
               Audit-related Feed (a)       11,500          2,850
               ----------------------- -- ---------- -- ----------
               Tax Fees (b)
               ----------------------- -- ---------- -- ----------
               All Other Fees (c)            7,140          3,380
               ----------------------- -- ---------- -- ----------
                   Total Fees (d)          $28,030       $ 13,830
               ----------------------- -- ---------- -- ----------

(a)  Primarily benefit plans audit services

(b)  Primarily tax returns, advice and planning

(c)  Primarily advisory services relating to compliance with reporting
     requirements

(d)  All fees have been approved by the Audit Committee. All work was performed
     by the principal accounting firm's full-time permanent employees.

The Audit Committee has considered whether performance of services other than
audit services is compatible with maintaining the independence of Larry
O'Donnell, CPA, P.C.

In 2004, the Audit Committee adopted a formal policy concerning approval of
audit and non-audit services to be provided by the independent auditor to the
Company. The policy requires that all services Larry O'Donnell, CPA, P.C., the
Company's independent auditor, may provide to the Company, including audit
services and permitted audit-related and non-audit services, be pre-approved by
the Committee.

<PAGE>


                                   SIGNATURES

In accordance with section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this Report on Form 10-KSB to be signed on its behalf by
the undersigned, thereto duly authorized individual.


Date: March 30, 2005


GLOBAL AIRCRAFT SOLUTIONS, INC.
Formerly Renegade Venture (NEV) Corporation


By:  /s/  Ian Herman
-------------------------------
    Ian Herman, Chief Executive
    Officer


In accordance with the Securities Exchange Act of 1934, this report has been
signed below on behalf of the Registrant and in the capacities and on the dates
indicated.




Name                                                            Date
----                                                            ----

/s/  Ian M. Herman                                           3/30/2005
------------------------------------------------
     Ian M. Herman
     Director, Chairman, Chief Executive Officer
     And Chief Financial Officer
     (Principal Executive Officer)


/s/  John B.Sawyer                                           3/30/2005
-------------------------------------------------
     John B. Sawyer
     President, Director (Chief Operating Officer)


/s/  Patricia Graham                                            0/2005
-------------------------------------------------
      Patricia Graham
      (Principal Financial and Accounting Officer)

<PAGE>




                           Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545                                  228 South Fraser Street
                                                                          Unit 1
                                                         Aurora, Colorado 80014


             Report of Independent Registered Public Accounting Firm

To the Board of Directors
Global Aircraft Solutions, Inc.
Tucson, Arizona


I have audited the accompanying balance sheet of Global Aircraft Solutions, Inc.
(formerly Renegade Venture (Nev.) Corporation ,as of December 31, 2004 and 2003,
and the related statements of loss, changes in stockholders' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audits.

I conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Global Aircraft Solutions, Inc.
(formerly Renegade Venture (Nev.) Corporation as of December 31, 2004 and 2003,
and the results of its operations and cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.


Larry O'Donnell, CPA, P.C.
March 25, 2005


<PAGE>


                         GLOBAL AIRCRAFT SOLUTIONS, INC.
                  Formerly Renegade Venture (Nev.) Corporation
                           Consolidated Balance Sheet
                           December 31, 2003 and 2004
                                    (Audited)


                                     ASSETS

                                                       2003             2004
                                                   -----------       -----------
CURRENT ASSETS
Cash and cash equivalents                          $     8,680       $   549,904
Accounts receivable                                  1,612,945         4,766,215
Note receivable                                                          175,642
Note receivable: related party
                                                         6,400                 0
Inventory                                              570,794         3,435,644
Other current assets                                   392,407           380,932
                                                   -----------       -----------

  TOTAL CURRENT ASSETS                             $ 2,591,226       $ 9,308,337

Property, plant and equipment                          532,388         1,625,034
Investments                                                               25,000
Goodwill                                                                 597,724
Assets held for sale                                                     212,500
Other assets                                           122,167           151,793
                                                   -----------       -----------

  TOTAL ASSETS                                     $ 3,245,781       $11,920,388
                                                   ===========       ===========


The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>


                         GLOBAL AIRCRAFT SOLUTIONS, INC.
                  Formerly Renegade Venture (Nev.) Corporation
                           Consolidated Balance Sheet
                           December 31, 2003 and 2004
                                    (Audited)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                       2003            2004
                                                   ------------    -------------
CURRENT LIABILITIES
Notes payable                                      $    798,862    $          0
Note payable-related party                                 --              --
Accounts payable - trade                              1,691,853       2,955,775
Accounts payable - related party                         71,827               0
Due to factor                                           394,391         604,411
Customer deposits
                                                         27,800         280,537
Billings in excess of costs and estimated
  earnings on contracts in progress                     323,686         966,238
Accrued liabilities                                     688,518         844,709
Shares subject to mandatory redemption                  400,535               0
                                                   ------------    ------------

  TOTAL LIABILITIES                                $  4,397,472    $  5,651,670
                                                   ============    ============

STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 50,000,000 and
 100,000,000 shares authorized in 2003 and 2004,
 17,480,000 and 30,650,386
 issued and outstanding in 2003 and 2004                 18,110           31,280
Additional paid-in capital                            2,412,123        6,976,700
Deferred compensation                                  (332,000)              0
Contributed capital                                     620,289         620,289
Accumulated deficit                                  (3,870,213)     (1,359,551)
                                                   ------------    ------------

  TOTAL STOCKHOLDERS' EQUITY                         (1,151,691)      6,268,718
                                                   ============    ============

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $  3,245,781    $ 11,920,388
                                                   ============    ============


The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>


                         GLOBAL AIRCRAFT SOLUTIONS, INC.
                  Formerly Renegade Venture (Nev.) Corporation
                      Consolidated Statement of Operations
                     Years ended December 31, 2003 and 2004
                                    (Audited)

                                                       2003            2004
                                                   ------------    ------------

Net sales                                          $ 15,378,352    $ 30,851,118

Cost of sales                                        12,489,247      24,407,926
                                                   ------------    ------------

Gross profit                                          2,889,105       6,443,193
Selling, general and administrative expenses         (3,727,036)     (4,607,143)
Penalties                                              (132,096)       (295,903)
                                                   ------------    ------------

Gain (loss) from operations                            (970,027)      1,540,146

Other income (expense):
  Interest income                                       370,030          87,521
  Interest expense                                     (690,663)       (329,023)
  Gain on renegotiation of contract                                   1,144,502
  Miscellaneous expense                                 (19,551)         (9,084)
  Discounts taken                                                        45,438
  Miscellaneous income                                   10,780          31,162
                                                   ------------    ------------

Net gain (loss)                                    $ (1,299,428)   $  2,510,662
                                                   ============    ============

Net gain (loss) per share (Basic)                  $      (0.07)   $       0.10
                                                   ============    ============
Net gain (loss) per share (Fully Diluted)          $      (0.07)   $       0.10
                                                   ============    ============


Th accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>

<TABLE>
<CAPTION>

                                      GLOBAL AIRCRAFT SOLUTIONS, INC.
                               Formerly Renegade Venture (NEV.) Corporation
                      Consolidated Statement of Changes in Stockholders' Equity
               For the Year Ended December 31, 2003 and the Year Ended December 31, 2004

-------------------------------------------------------------------------------------------------------------
                                             Additional  Contributed    Deferred    Accumulated   Stockholder
                                              Paid-in      Capital    Compensation   Earnings/      Equity
                          Common Stock        Capital                                 Deficit
                       Shares       Amount     Amount      Amount        Amount        Amount       Amount
-------------------------------------------------------------------------------------------------------------
<S>                  <C>            <C>      <C>           <C>           <C>        <C>              <C>
   Balance at     *  18,980,000     19,360   1,904,075     520,289       (66,000)   (2,570,785)      307,061
  December 31,
      2002

 1st Qtr, 2003
 -------------
Net Income/Loss                                                                       (121,845)
Shares issued            50,000         50      14,950
Shares returned         (50,000)       (50)         50
Compensation                                                              18,000
    expensed

 2nd Qtr, 2003
 -------------
Net Income/Loss                                                                      (380,450)
Shares returned   1  (8,350,000)    (8,100)   (409,112)
Compensation                                                              18,000
    expensed

 3rd Qtr, 2003
 -------------
Net Income/Loss                                                                      (901,318)
Shares issued         5,610,000      5,610     (16,440)                 (320,000)
Shares returned   2  (1,560,000)    (1,560)    531,390
Compensation                                                              18,000
    expensed
Treasury stock    3                           (114,000)

 4th Qtr, 2003
 -------------
Net Income/Loss                                                                       104,185
Shares issued         2,800,000      2,800     501,200
    Capital       4                                        100,000
  contributed

    Balance          17,480,000     18,110    2,412,123     620,289     (332,000)  (3,870,213)    (1,151,691)
  December 30,
      2003

 1st Qtr, 2004
 -------------
Net Income/Loss                                                                       755,367
Compensation                                                              12,000
    expensed

  2ndQtr, 2004
  ------------
Net Income/Loss                                                                       843,567
Shares issued    5    9,600,000      9,600   3,009,600
Shares pledged                       1,000     499,000

 3rd Qtr, 2004
 -------------
Net Income/Loss                                                                       678,655
Shares issued    6    1,000,000
   (pledged)
Shares issued    7    2,570,386      2,570   1,055,977
Shares vested                                                            320,000

 4th Qtr, 2004
 -------------
Net Income/Loss   8                                                                   233,073

    Balance       9  30,650,386     31,280   6,976,700     620,289             0   (1,359,551)     6,268,718
  December 31,
      2004

o    For notes on items 1 thru 9, see Note 6 covering Shareholder Equity.

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>


                         GLOBAL AIRCRAFT SOLUTIONS, INC.
                  Formerly Renegade Venture (Nev.) Corporation
                      Consolidated Statement of Cash Flows
                     Years ended December 31, 2003 and 2004
                                    (Audited)

                                                           2003           2004
                                                       ------------   -----------
Increase (Decrease) in Cash and Cash Equivalents:

Cash flows from operating activities:
    Net Profit/(Loss)                                  $(1,299,428)   $ 2,510,662

Adjustments to reconcile net loss to net cash
  provided (used) by operating activities:
    Depreciation                                           111,904        321,160
    Write down of inventory                                               212,500
    Allowance for Doubtful Accounts                         60,562         14,944
    Gain from Renegotiation of Contract                                (1,144,502)
    Expenses paid with stock                               571,000        419,613
                                                       -----------    -----------
Net adjustments to reconcile net loss to net cash          743,466       (176,285)

Changes in Assets and Liabilities:
    Accounts receivable                                   (920,033)    (3,584,402)
    Prepaid expenses                                       (15,216)       (75,157)
    Inventory                                             (158,205)    (1,631,494)
    Investments                                                           (25,000)
    Restricted funds                                       (75,410)          (409)
    Other current assets                                       421         (8,094)
    Other non-current assets                                22,292       (212,500)
    Accounts payable-trade                               1,067,726      2,253,182
    Accounts payable-related party                         (55,202)        16,173
    Due to factor                                          272,979       (394,391)
    Customer deposits                                       27,800        252,737
    Billings in excess of cost and estimated
       earnings on contracts in progress                   250,335        642,552
    Income Taxes Payable                                                  208,989
    Commitments and contingencies                          400,535       (400,535)
    Accrued liabilities                                   (227,539)      (414,735)
                                                       -----------    -----------
Net cash used by operating activities                       34,521     (1,038,707)

Cash flows from investing activities:
    Purchase of property, plant and equipment              (83,941)    (1,366,447)
    Purchase of World Jet, net of cash acquired                          (959,644)
                                                       -----------    -----------
Net cash used by investing activities                      (83,941)    (2,326,091)

Cash flows from financing activities:
    Notes payable                                          598,061        412,913
    Paid in capital                                                     4,065,577
    Issuance of stock                                     (300,535)        12,170
    Treasury stock                                         (16,667)
    Note receivable                                       (101,250)       (50,411)
    Note receivable -- related party                        (6,400)         6,400
    Notes payable -- related party                        (117,000)      (540,627)
                                                       -----------    -----------
Net cash provided by financing activities                   56,209      3,906,022

Net increase (decrease) in cash and cash equivalents         6,789        541,224
Cash and cash equivalents at beginning of period             1,891          8,680
                                                       -----------    -----------

Cash and cash equivalents at end of period             $     8,680    $   549,904
                                                       ===========    ===========
</TABLE>

Schedule of noncash investing and financing activities:
    Common stock issued for World Jet Corporation      $  500,000

o    Interest paid in 2003 was $690,663 and paid in 2004 was $329,023.

o    No income taxes were paid in 2003 or 2004 due to NOL carryforward.

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>


                         GLOBAL AIRCRAFT SOLUTIONS, INC.
                  (Formerly Renegade Venture (NEV) Corporation)
                          Notes to Financial Statements
                     December 31, 2003 and December 31,2004


1. BASIS OF PRESENTATION

The accompanying audited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for financial information. In the opinion of management, all adjustments
consisting of normal recurring adjustments considered necessary to a fair
presentation have been included.

The condensed consolidated financial statements include the accounts of Global
Aircraft Solutions, Inc., formerly Renegade Venture (NEV.) Corporation and its
wholly owned subsidiaries, Hamilton Aerospace Technologies, Inc. ("HAT") and
Johnstone Softmachine Corporation ("Johnstone"), collectively, the "Company".
All were acquired by Global on May 2, 2002. The accounting records of
HAT/Johnston reflect activities since inception of April 5, 2002. For accounting
purposes, the transaction has been treated as an acquisition of Global, formerly
Renegade Venture (NEV.) Corporation by HAT and as a recapitalization of Global,
formerly Renegade Venture (NEV.) Corporation. Since HAT began operating on April
15, 2002 no results of operations for the period January 1, 2002 to April 14,
2002 have been presented. As such, the financial statements reflect the
accounting activity of HAT since its inception date of April 5, 2002.

The acquisition of 100% of World Jet, Inc was finalized on July 15, 2004, with
an effective date of January 1, 2004. As such, the financial statements include
the accounting activity of World Jet since January 1, 2004.

2. ORGANIZATION AND NATURE OF OPERATIONS

Global Aircraft Solutions, Inc., formerly Renegade Venture (Nev.) Corporation,
formerly Renegade Venture Corporation, was incorporated on February 13, 1989, as
a Delaware corporation. In 1997, the Company was re-domiciled as a Nevada
Corporation through a merger with a newly formed Nevada Corporation, Renegade
Venture (NEV.) Corporation, a wholly owned subsidiary of Renegade Venture
Corporation.

On May 2, 2002, the Company acquired 100% of the common stock of Hamilton
Aerospace Technologies Inc. ("HAT") pursuant to a Stock Exchange Agreement
whereby the former shareholders of HAT received 12,500,000 common shares of
Renegade Venture (NEV.) Corporation, now Global Aircraft Solutions, Inc.
Subsequent to this reverse merger there were 16,200,000 total common shares
outstanding. HAT was formed on April 5, 2002 and commenced operations on April
15, 2002. HAT provides large aircraft maintenance, repair and modification
services to owners and operators of large transport-category commercial jet
aircraft. Services of this nature are required and needed by passenger and cargo
air carriers, aircraft leasers, and governmental entities.

On April 12, 2002, Renegade Venture (NEV.) Corporation, now Global aircraft
solutions, Inc., acquired 100% of the common stock of Johnstone Softmachine
Corporation (Johnstone) pursuant to the Stock Purchase Agreement and Plan of
Reorganization by and between LogiCapital Corporation (the principal shareholder
of Johnstone), an entity controlled by John Brasher, who, at that time, was a
director of Renegade Venture (NEV.) Corporation (he has since resigned) and
Renegade Venture (NEV.) Corporation. Mr. Brasher was also a principal
stockholder of Renegade Venture (NEV.) Corporation prior to the merger. As such,
this transaction represented a transfer between control groups and is reported
on a historical cost basis. Johnstone was formed on May 8, 1996 has had no
substantial operations, and is in the development stage. Johnstone currently
lacks the funding necessary to commence operations.

On July 15, 2004, the Company finalized an agreement to buy 100% of the common
stock of World Jet Corporation, a privately held aircraft parts and brokerage
company for $1.55 million in cash and notes and 1,000,000 shares of restricted
common stock valued at $0.50 per share for the purposes of this transaction. The
effective date of this agreement is January 1, 2004. The shares were issued in
July 2004.


3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


Trade Accounts Receivable

Trade accounts receivable represent amounts billed but uncollected on both
completed and in-progress aircraft repair and maintenance contracts.

Accounts receivable are stated at the amount management expects to collect from
outstanding balances. Management provides for probable uncollectible amounts
through a charge to earnings and a credit to a valuation allowance based on its
assessment of the current status of individual accounts. The allowance is
estimated as a percentage of accounts receivable based on a review of accounts
receivable outstanding and the Company's prior history of uncollectible accounts
receivable. Balances that are still outstanding after management has used
reasonable collection efforts are written off through a charge to the valuation
allowance and a credit to trade accounts receivable. Changes in the valuation
allowance have not been material to the financial statements.

<PAGE>


Inventory

Inventories are stated at the lower of cost (first-in, first-out) or market.


Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided for on the
straight-line on the straight-line method over the estimated useful lives of the
assets. The estimated useful life of computer equipment and software is three
years at both our HAT and World Jet subsidiaries; the estimated useful life of
all other categories of assets at our HAT subsidiary is five years. World Jet
uses estimated useful lives of 3, 5, and 7 years for its other assets.
Amortization of leasehold improvements is computed using the shorter of the
lease term or the expected useful life of the assets. Maintenance and repairs
that neither materially adds to the value of the property nor appreciably
prolong its life are charged to expense as incurred. Betterments or renewals are
capitalized when incurred.

The Company reviews the carrying value of property, plant and equipment for
impairment whenever events and circumstances indicate that the carrying value of
an asset may not be recoverable from the estimated future cash flows expected to
result form its use and eventual disposition. In cases where undiscounted
expected future cash flows are less than the carrying value, an impairment loss
is recognized equal to an amount by which the carrying value exceeds the fair
value of assets. The factors considered by management in performing this
assessment include current operating results, trends, and prospects, as well as
the effects of obsolesce, demand, competition, and other economic factors.


Revenue and Cost Recognition

Revenues from fixed-fee contracts or portions of contracts are recognized by
employing the percentage-of-completion method, measured by the cost-to-cost
method, commencing when progress reaches a point where experience is sufficient
to estimate final results with reasonable accuracy. The cumulative catch-up
method is used to account for changes in estimates of total revenues, total
costs or extent of progress. Each project is considered complete when the
subject aircraft departs our facility. Revision in cost and labor hour estimates
and recognition of losses, if any, on these contracts are reflected in the
accounting period in which the facts become known. During the periods covered by
these financial statements, no material prior period revisions were necessary.
As of December 31, 2004 there are no material amounts in excess of the agreed
contract price that the Company seeks to collect from customers or others for
customer-caused delays, errors in specifications or designs, contract
termination, change orders in dispute or unapproved as to both scope and price,
or other causes of unanticipated additional costs.

The following table shows a breakdown of sales by category that comprise total
Net Sales for the periods presented:

      Sales Breakdown                        2003             2004
      ---------------                        ----             ----

      Aircraft Maintenance:

                 Labor                   $ 9,092,174       $14,332,802

                 Parts                     3,059,219         2,886,994

      Aircraft
      Sales/Engines                        2,950,000         7,940,943

      Parts Sales
                                               8,791         4,688,501

      Other Services
                                             268,168           818,545

      Commissions                                              183,333
                                         -----------       -----------

                  Total Sales            $15,378,352       $30,851,118


Income (Loss) per share

Basic earnings per share includes no dilution and is computed by dividing net
earnings (loss) available to stockholders by the weighted number of common
shares outstanding for the period. Diluted earnings per share reflect the
potential dilution of securities that could share in the Company's earnings.
During the year ended December 31, 2003 there were no dilutive securities and
Basic Earnings per share were calculated using the net loss for the year divided
by the number of shares issued and outstanding at December 31, 2003.


Calculation of Basic Earnings per Share for 2004:

Issues          Shares        Date              Days          Weighted shares
------          ------        ----              ----          ---------------

                17,480,000    1/01 - 6/01       152             7,259,454

9,600,000       27,080,000    1/06 - 7/01        30             2,219,672

1,400,000       28,480,000    7/01 - 7/07         6               466,885

55,000          28,535,000    7/07 - 9/03        58             4,521,940

2,115,386       30,650,386    9/03 - 1/01        120           10,049,307
                                                -----          ----------

                              TOTALS             366           24,517,258


                              NET INCOME     -  2004          $ 2,510,662

                                                EPS,          $  .10
                                                Basic
<PAGE>


Calculation of Fully Diluted Earnings per Share for 2004: (Average price of
shares $.52.)


Warrants and options under $.52 (see Table under       Shares
Note 6)

   Warrants @  .34                                   720,000

   Options @ $ .17
                                                     900,000

   Options @ $ .20                                   100,000
                                                  ----------

     Total under $.52                              1,720,000

     Shares from above                            24,517,258
                                                  ----------

     Total, fully diluted                         26,237,258


NET INCOME - 2004                                $ 2,510,662

EPS, Fully diluted                               $  .10


Goodwill
--------

The Company bought 100% of the stock of World Jet. The acquisition of World Jet
was recorded as follows:

Assets purchased from World Jet:

            Cash                                                         590,356

            Accounts receivable                                          983,796

            Inventories                                                1,445,856

            Other assets                                                  47,235

            Goodwill                                                     597,724
                                                                      ----------

                                                                       3,664,967

Liabilities assumed from World Jet

            Accounts payable and accrued expenses                        870,967

            Loans payable - related parties
                                                                         744,000

                                                                       1,614,967

Net purchase price                                                    $2,050,000


The $597,724 goodwill recorded represents the difference between the price paid
of $1,250,000 in cash and notes and 1,000,000 shares of stock, at $.50 per
share, and the World Jet equity of $1,452,276 at January 1, 2004, the
transaction date.

The Company evaluates the carrying value of goodwill annually and between annual
evaluations if events occur or circumstances change that would more likely than
not reduce the fair value of a reporting unit below its goodwill-carrying
amount. Such circumstances could include but are not limited to:

     1.   A significant adverse change in legal factors or in business climate
     2.   Unanticipated competition
     3.   An adverse action or assessment by a regulator

<PAGE>


When evaluating whether goodwill is impaired, the Company compares the fair
value of the reporting unit to which the goodwill is assigned to that unit's
carrying amount, including goodwill. If the carrying amount of a reporting unit
exceeds its fair value, then the amount of the impairment loss must be measured.
The total of the implied fair value of all of the other assets and liabilities
of the unit, based on their fair value, less the total amount assigned to those
assets and liabilities is the implied fair value of goodwill. An impairment loss
would be recognized when the carrying amount of goodwill exceeds its implied
fair value.


New Accounting Pronouncements:

     FASB Interpretation 46R "Consolidation of Variable Interest Entities", as
revised (FIN 46R), requires that variable interest entities created before
December 31, 2003 be consolidated during the first interim period beginning
after December 15, 2003. Accordingly, on January 1, 2004, we adopted FIN 46R and
consolidated our interest in a landfill development partnership, of which we are
a limited partner. The consolidation of the landfill development partnership had
an effect of increasing fixed assets by $2.8 million after we recognized an
impairment expense of $1.2 million in 2004.

     In January, 2004 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 132 (revised 2003) "Employers' Disclosures
about Pensions and Other Postretirement Benefits", an amendment of FASB
Statements No. 87, 88, and 106. The Statement revises employers' disclosures
about pension plans and other postretirement benefit plans. The statement
retains the disclosure requirements contained in FASB Statement No. 132, which
it replaces, and requires additional annual disclosures about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. Statement No. 132R
requires us to provide disclosures in interim periods for pensions and other
postretirement benefits. We adopted Statement No. 132R in the quarter ended
March 31, 2004.

     In May 2004, the Financial Accounting Standards Board issued a staff
position, FSP 106-2, "Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization Act of 2003". FSP
106-2 provides guidance on accounting for the effects of the Medicare
Prescription Drug Improvement Act of 2003 for employers that sponsor
postretirement healthcare plans that provide prescription drug benefits. We
adopted FSP 106-2 in our fourth quarter beginning on July 1, 2004. The Medicare
Prescription Drug Improvement Act of 2003 should result in improved financial
results for employers that provide prescription drug benefits for their
Medicare-eligible retirees. The Prescription Drug bill will have an estimated
effect of reducing our postretirement liabilities by approximately 8%. The
estimated reduction will be recognized over 14 years. The Prescription Drug bill
reduced our expense for postretirement liabilities by approximately $140 for the
fourth quarter of fiscal 2004. In November 2004, the FASB issued SFAS No. 151,
"Inventory Costs an amendment of ARB No. 43, Chapter 4." This Statement
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted materials. This Statement is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. The initial
application of SFAS No. 151 will have no impact on the Company's financial
statements.

In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67." This
Statement references the financial accounting and reporting guidance for real
estate time-sharing transactions that is provided in AICPA Statement of Position
04-2, "Accounting for Real Estate Time-Sharing Transactions." This Statement

<PAGE>


also states that the guidance for incidental operations and costs incurred to
sell real estate projects does not apply to real estate time-sharing
transactions. This Statement is effective for financial statements for fiscal
years beginning after June 15, 2005. The initial application of SFAS No. 152
will have no impact on the Company's financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29." This Statement eliminates the exception
for nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This Statement is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. The Company does not
expect application of SFAS No. 153 to have a material affect on its financial
statements.


Stock-Based Compensation

As permitted under the Statement of Financial Accounting Standards No. 123 (SFAS
No. 123), "Accounting for Stock-Based Compensation", the Company accounts for
its stock-based compensation to employees in accordance with the provisions of
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees". As such, compensation expense is recorded on the date of grant
only if the current market price of the underlying stock exceeded the exercise
price. Certain pro forma net income and EPS disclosures for employee stock
option grants are also included in the notes to the financial statements as if
the fair value method as defined in SFAS No. 123 had been applied. Transactions
in equity instruments with non-employees for goods or services are accounted for
by the fair value method.


4. INVENTORY

Inventories consisted of the following:

                                                    2003                 2004
                                                    ----                 ----

                Maintenance Hardware            $  145,794            $  991,206
                Parts for Resale                   425,000             1,929,664
                Aircraft & Engine                        0               514,774
                                                ----------            ----------

                                                $  570,794            $3,435,644

The $425,000 Parts for Resale-2003 (previously rotable parts) was reclassified
in 2004. $212,500 was written off during 2004 as a write down of inventory value
and the balance of $212,500 was reclassified as a non-current asset (Assets held
for sale).

<PAGE>


5. PROPERTY AND EQUIPMENT

                                                       2003              2004
                                                       ----              ----

             Gross Asset Values

Land and improvements                               $   25,094        $   25,094

Buildings and improvements                             123,313           170,560

Vehicles                                                45,040            73,328

Machinery and equipment                                456,912         1,563,659

Computer Equipment                                           0           289,561

Other Office Equipment                                   1,915            50,805
                                                    ----------        ----------
                                                       652,274         2,173,007
Less accumulated
depreciation                                           119,886           547,973
                                                    ----------        ----------

  Property and equipment, Net                       $  532,388        $1,625,034
                                                    ==========        ==========

    During 2003 and 2004 depreciation expense was $111,903 and $321,160.


6. SHAREHOLDERS' EQUITY

Common Stock


In 1996, the Company's articles of incorporation were amended, making several
changes affecting common stock. A reverse-stock split was approved, whereby each
100 shares of original common stock were exchanged into one share of common
stock. This action reduced the outstanding common shares from 3,200,000 to
320,000. The number of authorized common shares was increased after the reverse
split 32,000,000 to 320,000. The number of authorized common shares was
increased after the reverse split from 32,000,000 to 50,000,000. In addition,
the amount of authorized preferred stock was changed to 5,000,000 shares. As a
result of the re-domiciliation to Nevada, statutory par value of $.001 for both
common and preferred stock was established.

As discussed in Note 1, the Company went through two acquisitions during the
quarter ended June 30, 2002. Under the terms of these mergers, the Company
issued 3,000,000 common shares to the stockholders of Johnstone Softmachine
Corporation and 12,500,000 shares to the stockholders of Hamilton Aerospace
Technologies, Inc. The issuance of these shares is reflected in the accompanying
financial statements.

On July 21, 2003 the Directors of the Company took the following actions by
Unanimous Consent of the Board of Directors in lieu of Special Meeting:

     The 8,100,000 shares held by OMAC, 1,500,0000 shares held by Seajay
     Holdings, LLC and 1,500,000 shares held by Joane Corporation were declared
     void due to failure of consideration for the issuance of such shares.
     Further the proper officers of the Corporation were authorized and directed
     to take all action necessary to cause the certificate representing the
     8,100,000 shares of common stock held by OMAC to be returned to the
     Corporation for cancellation in accordance with the terms of the Judgment,
     discussed in Note 7 below, as entered by the Superior Court of Maricopa
     County Arizona. The proper officers of the Company were authorized and
     directed in accordance with said Judgment to open an escrow account and to
     fund such account in the amount of $400,535.14 within 90 days of the return
     and cancellation of the OMAC certificate. Further the certificate of Joane
     Corporation, representing 1,500,000 shares of common stock, shall be
     canceled. The shares represented by such certificate shall revert to
     authorized and unissued shares of the Company's capital stock. Further, the
     proper officers of the Corporation were authorized and directed to take
     such action as necessary to cause the certificate held by Seajay Holdings,
     LLC to be returned to the Company for cancellation.

<PAGE>


     The Board of Directors determined that it would be in the best interest of
     the Company to enter into employment agreements with its executive
     officers, Ian Herman and John B. Sawyer. Included in the terms of each
     employment agreement is a grant of 2,500,000 shares of common stock each to
     Messrs. Herman and Sawyer. The shares are subject to vesting. The
     employment agreements were approved by owners of the majority of the
     outstanding shares of the Company's common stock as of July 29, 2003.
     Details of these employment agreements can be found in Form 8-K filed
     September 11, 2003.

On October 15, 2003, the Company was notified that an agreement between
LogiCapital Corporation and Perugia Design Corporation, a company controlled by
a family member of one of the Company's Directors, had been reached. This
agreement calls for the sale of 2,000,000 shares of the 3,000,000 shares held by
LogiCapital, discussed earlier. The stock was transferred in 2004.

On May 26, 2004, the Company entered into a private placement agreement with
Barron Partners, LP. Under the terms of the private placement, Barron Partners
purchased restricted 9,600,000 shares of common stock at a price of $.34 per
share, and for each share purchased received .75 warrants to purchase an
additional share at $.68 per share plus .75 warrants to purchase an additional
share at $1.36 per share. If all of the warrants are exercised at their full
purchase price, Barron Partners will acquire a total of 24,000,000 shares of the
Company's common stock in exchange for a total of $17,952,000 in equity funding.

On May 26, 2004, the Company agreed to issue 720,000 warrants to J G Capital,
Inc. to purchase one share for each warrant at a price of $.34 per share plus
540,000 warrants to purchase one share for each warrant at a price of $.68 per
share plus 540,000 warrants to purchase one share for each warrant at a price of
$1.36 per share in consideration for professional services rendered in securing
the private placement discussed above.

On July 15, 2004, the Company finalized an agreement to buy 100 percent of the
common stock of World Jet Corporation, a privately held aircraft parts, sales
and brokerage company for $1.55 million in cash and notes and 1,000,000 shares
of restricted common stock valued at $.50 per share for the purposes of this
transaction. The effective date of this agreement is January 1, 2004. The shares
of stock were issued in July 2004.

On July 29, 2004 the Board of Directors of the Company elected to fully vest the
2,000,000 incentive shares that resulted under the Employment Agreements with
Messrs. Herman and Sawyer, discussed earlier, that were entered into on July 21,
2003.On September 3, 2004, pursuant to the "safe harbor" private offering
exemption provided by Rule 506 of Regulation D under Section 4(2) of the
Securities Act of 1933, in exchange for One Million One Hundred Thousand Dollars
($1,100,000.00) the Company sold 2,115,386 shares of the Company's common stock
(purchase price of $0.52), class A warrants to purchase 1,057,693 shares of the
Company's common stock (exercise price of $1.00 per share), and Class B warrants
to purchase 1,057,693 shares of the Company's common stock (exercise price of
$1.36 per share).The Company also issued the following warrants as part of the
commissions paid in connection with the above offering: (i) warrants to purchase
158,654 shares of the Company's common stock at an exercise price of $0.52 per
share; (ii) warrants to purchase 79,327 shares of the Company's common stock at
an exercise price of $1.00 per share; (iii) warrants to purchase 79,327 shares
of the Company's common stock at an exercise price of $1.36 per share.

On October 26, 2004, the Company held its 2003 annual meeting. The stockholders
voted to increase the authorized shares of common stock from 50,000,000 to
100,000,000. The Stockholders also ratified an amendment to the Company's
Certificate of Incorporation to change the corporate name from Renegade Venture
(Nev.) Corporation to Global Aircraft Solutions, Inc.


                                  Stock Options

During 1996, the Company's shareholders approved the 1994 Compensatory Stock
Option Plan. The plan provides for options to purchase up to 2,000,000 shares of
common stock, after the reverse stock split discussed above. The options give
the right to purchase common stock at "fair market value", as determined by the
board of Directors, at the date of issuance for a period of up to five (5)
years.

During the 1996, the Company's shareholders also approved the 1994 Employee
Stock Compensation Plan. This plan allows for up to 1,000,000 shares of common
stock, after the reverse stock split discussed above, to be issued to key
employees, officers, directors, and certain other persons affiliated with the
Company, as compensation. As part of the 1997 re-domiciliation to Nevada, the
1994 plans described above were adopted and renamed the 1997 Compensatory Stock
Option Plan and the 1997 Employee Stock Compensation Plan by the Nevada
Corporation. Under the terms of both of these plans, the Company is not
permitted to issue options from these plans after April 15, 2004.

During the quarter ended June 30, 2002, the Company's shareholders approved the
2002 Compensatory Stock Option Plan. The plan provides for options to purchase
up to 3,000,000 shares of common stock. The options give the right to purchase
common stock at "fair market value", as determined by the Board of Directors, at
the date of issuance for a period of up to ten (10) years. Under the terms of
the plan, the Company is not permitted to issue options from the 2002
Compensatory Plan after April 14, 2012. The plan was filed on October 3, 2003.

On May 5, 1999, the Company issued 1,000,000 stock options to two directors
under the 1997 Compensatory Stock Option plan. These options had a three (3)
year term and an exercise price of $.05 per share. These options were exercised
on April 30, 2002, resulting in total proceeds to the Company of $50,000.
Subsequently, these two directors resigned and were replaced on the Board after
the reverse merger with Hamilton Aerospace.

On May 3, 2002, the Company also granted and issued 1,000,000 shares of common
stock to various directors, employees, and consultants of the Company under the
1997 Employee Stock Compensation Plan. The Company recorded an expense of
$330,000 for the quarter ended June 30, 2002 as a result of this grant, which is
included in selling, general and administrative expenses on the accompanying
statement of operations.

On May 31, 2002, the Company granted and issued 650,000 common shares to an
employee and consultants in exchange for options granted on May 3 2002, under
the 1997 Compensatory Stock Option Plan for additional services that were
rendered. The Company has recorded an expense of $650,000 for the quarter ended
June 30, 2002 as a result of this grant, which is included in selling, general
and administrative expenses on the accompanying statement of operations.

<PAGE>


Prior to June 30, 2002, 330,000 of the shares previously granted to consultants
for services rendered were returned to the Company to reflect a $99,0000
adjustment to the value of the services performed.

On November 15, 2002, The Board cancelled 1,180,000 of unexercised options
issued under the 2002 Compensatory Stock Option Plan. The options were
exercisable by their terms only during the respective optionee's employment or
other service with the Company, or during a 30-day grace period following
termination without cause of such employment or other service.

On November 14, 2002, the Company granted 150,000 shares of common stock to an
outside consultant of the Company under the 1997 Compensatory Stock Option Plan.
The Company values the services received at $25,000 and recorded an expense in
that amount for the quarter ended December 31, 2002. This expense is included in
selling, general and administrative expenses on the accompanying statement of
operations.

On December 5, 2002, the Board agreed to grant options to key management
personnel of HAT in the amount of 240,000 shares under the 1997 Compensatory
Stock Option Plan. Options will be restricted for one year. Due to the loss of
one of the key management people, during the restriction period, 60,000 shares
were never issued.

On August 26,2003, the Directors of the Company granted and issued 150,000
shares of common stock to an outside consultant for services rendered to the
Company which the Directors valued at $45,000.

On August 26,2003, the Directors of the Company granted and issued 100,000
shares of common stock to outside consultants to the Company under the 1997
Compensatory Stock Option Plan. The Company valued these services at $20,000.

On September 11,2003, the Directors of the Company granted and issued 100,000
shares of common stock to outside consultants to the Company under the 1997
Compensatory Stock Option Plan. The Company valued these services at $20,000.

On September 26,2003 the Directors of the Company granted and issued 260,000
shares of common stock to outside consultants for services rendered to the
Company under the 1997 Compensatory Stock Option Plan. The Company valued these
services at $52,000.

On October 3, 2003, the Company filed The 2002 Compensatory Stock Option Plan
registering 3,000,000 shares of common stock ($.001 par value) at a proposed
maximum offering price of $0.20 per share.

On October 6, 2003, the Company filed The 2003 Employee Stock Compensation Plan
registering 5,000,000 shares of common stock ($.001 par value) at a proposed
maximum offering price of $.20 per share.

On October 7, 2003, the Company awarded 500,000 shares of common stock under the
2003 Employee Stock Compensation Plan of the Company for legal services and
1,100,000 shares of common stock under the 2003 Employee Stock Compensation Plan
of the Company for consultant services. The Board of Directors determined that
the fair value of these shares on the date of grant was $0.18 per share.

On October 15, 2003, the Company awarded 1,200,000 shares of common stock under
the 2003 Employee Stock Compensation Plan of the Company for consultant
services. The Board of Directors determined that the fair value of the shares on
the date of grant was $.18 per share.

On May 13, 2004, the Company's Board of Directors granted 900,000 compensatory
stock options under the 2003 ESC Plan at an option price of $0.17 per share.

On July 29, 2004, the Company's board of Directors awarded options to purchase
50,000 shares each to 2 new Directors as incentive compensation. The option
price is $0.20 per share.

During the third quarter of 2004, the Company finalized an agreement to award
400,000 shares of common stock under the 2003 ESC Plan of the Company for
professional services to be provided over a two-year period. The effective date
of this transaction was May 13, 2004. The Board of Directors determined that the
fair value of these shares on the date of grant was $0.23 per share.


  ----------------------------------------------------------------------------
  SCHEDULE OF STOCK, WARRANTS AND OPTIONS OUTSTANDING AS OF DECEMBER 31, 2004
  ----------------------------------------------------------------------------

            Common Shares Issued and Outstanding                   30,650,386
  ----------------------------------------------- ----------------------------
                       Uncovered Warrants Issued:
  ----------------------------------------------- ----------------------------
                                         @ $0.34                      720,000
                                         @ $0.68                    7,740,000
                                         @ $1.00                    1,057,693
                                         @ $1.36                    8,797,693
                                         Subtotal                  18,315,386

                                 Options Issued:
                                         @ $0.17                      900,000
                                         @ $0.20                      100,000
                                         @ $0.30                       50,000
                                        Subtotal                    1,050,000

    Options pending under
     employment contracts                 @$0.60                      330,000
   ----------------------------------------------- ----------------------------
                                           Total                   50,345,772
  ----------------------------------------------- ----------------------------
<PAGE>

<TABLE>
<CAPTION>

                           SUMMARY OF EQUITY COMPENSATION STOCK-OPTION PLANS

            PLAN NAME                    TOTAL SHARES         ISSUED             AVAILABLE
            ---------                    ------------         ------             ---------

<C>                                         <C>             <C>                  <C>
2002 Compensatory Stock Option Plan         3,000,000       1,430,000            1,570,000

2003 Employee Stock Compensation Plan       5,000,000       3,230,000            1,770,000

Notes referenced on Consolidated Statement of Changes in Stockholders Equity

     1.   The Financial Statements in the 2nd quarter of 2003 were adjusted to
          reflect changes in shares due to the following:
          o    A court order required the relinquishment of 8,100,000 shares
          o    A mediation agreement required the relinquishment of 250,000
               shares
          Results of the adjustment reflected in the December 31, 2003 Balance
          Sheet are shown below:

----------------------------------------------------------------------------------------------------
                                                                                         Additional
                                                                                         Paid-in
                                                                   Common Stock          Capital
                                                              Shares         Amount      Amount
----------------------------------------------------------------------------------------------------

Balance, December 31, 2003                                  25,830,000       26,210      2,821,225
Court order                                                 (8,100,000)      (8,100)     (392,435)
Mediation                                                     (250,000)                   (16,667)
Balance, December 31, 2003,adjusted for results of legal    17,480,000       18,110      2,412,123
proceedings
</TABLE>

2.   Includes 1,500,000 shares returned by Joane Corporation
3.   This amount had been incorrectly shown as Treasury stock in prior periods.
4.   Note assigned to the Company for $100,000 that LogiCapital received as
     payment for stock they sold to Perugia Corporation.
5.   Sale of shares to Barron Partners under Rule 506 of Regulation D of SEC Act
     of 1933.
6.   Shares issued to selling shareholder pursuant to a stock purchase agreement
     for 100% of the shares of World Jet Corporation.
7.   2,115,386 shares as follows:
     o    288, 462 shares to Whalehaven Capital Fund Limited
     o    384,616 shares to Stonestreet Limited Partnership;
     o    1,250,000 shares to Alpha Capital;
     o    192,308 shares to Greenwich Growth Fund
     All as a sale of shares under Rule 506 of Regulation D of SEC Act of 1933.
8.   The Board of Directors has voided, due to lack of consideration, 1,500,000
     shares of common stock issued to Seajay Holding Company, Inc. On June 29,
     2004, the Board, through its attorney, filed suit to recover these
     1,500,000 shares. There have been no entries in the accompanying financial
     statements related to the voiding of the Seajay stock and these shares are
     included in the total of shares issued and outstanding shown above.


Pro-forma Stock-based Compensation Disclosure

The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." but applies accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related
interpretations in accounting for its plans.


7.  SHARES SUBJECT TO MANDATORY REDEMPTION

On June 18, 2003, the Company obtained a judgment in the Superior Court of
Maricopa County, Arizona directing the return of a certificate of 8,100,0000
shares of common stock. Under the judgment the Company upon obtaining and
canceling the stock certificate will pay into escrow $400,535.14, the
consideration originally received by the Company for the shares. The
accompanying financial statements reflect this judgment and the resulting
liability. The $400,535.14 was received by the Company as part of the equity
investment by Barron Partner's, LP on or about May 31, 2004. This money was
deposited into an escrow account as required and the funds were released to
United Pay Phone Owners, LLP ("UPO") upon court order during the 4th quarter of
2004.


8.  COMMITMENTS AND CONTINGENCIES

In June 2003, the Company reached a mediated agreement with a former director,
Ronald Clark, wherein Mr. Clark was paid a monetary settlement of $350,000;
$100,000 in cash and a $250,000 secured promissory note in exchange for the
return by Mr. Clark to the Company of 250,000 shares of common stock and the
divestiture of options to receive 1,250,000 shares of common stock of the
Company. The cash of $100,000.00 was paid and the $250,000.00 promissory note
was paid in full by July 2, 2004. On March 18, 2004, the Company received the
certificates for 250,000 shares of common stock that were covered by the Ronald
Clark mediated agreement. Additionally the Company received a bill of sale for
the consignment inventory that was purchased and paid off during the 3rd Qtr of
2003.

On March 1, 2003, Hamilton Aerospace and the Company signed a secured promissory
note with American Capital Ventures, L.L.C. as the lender. The principal amount
of the note was $675,000. Interest was payable in monthly installments at the
rate of l.25% per month, payments beginning April 1,2003. The entire unpaid
Principal and any accumulated, accrued or unpaid interest thereon are due and
payable on September 1, 2003. Only $300,000 was ever received by HAT and a new
agreement adds interest and fees to a restated principal balance of $354,375.
The new agreement specifies quarterly interest payments at a rate of 15%
interest per annum. The original loan represented the first installment of a
bridge loan of up to $2 million.

On March 26, 2004, the agreement with American Capital Ventures, LLC was further
amended. The agreement calls for the repayment of $354,375 at an interest rate
of 1.5% per month on the unpaid balance. The amended agreement calls for
principle payments for half of the unpaid balance and a final payment of
$176,146.87. The entire amount of the loan plus interest and fees totaling
$356,146.87 was paid in full as of July 30, 2004. This agreement was closed on
July 30, 2004 and no further borrowings will take place under this agreement.

Renegade signed a note with Universal Lease and Finance Corporation on September
3, 2003. This note provided funds to refurbish the small hangar. This note was
in the amount of $100,000 and was to be paid by 12 monthly payments of $9,834,
which includes interest at 18%. The entire balance was due on August 1, 2004. On
December 17, 2003, HAT signed a note with Universal Lease and Finance
Corporation for a short-term loan of $237,000, which bore interest at 3% per
week and had a maturity date of January 17, 2004. The loan agreements referenced
were paid off during 2004.


9.  DUE TO FACTOR

As of December 31, 2004, the Company's World Jet subsidiary had placed invoices
belonging to various customers, in full recourse financing. The debt is secured
by the company's accounts receivable due from customers and bears interest at a
rate as high as 50% per annum. At December 31, 2004, open invoices had
accumulated interest at a rate of 32% per annum. The total amount of invoices
placed is $755,514.05 on which the factor advanced $604,411.24. At December 31,
2004, the customers had made payments totaling $119,577.00; leaving a balance
due to the factor of $635,937.05 payable by customers. No interest is being
charged to customers. Interest due to the factor as of December 31, 2004 was
$16,999.07.

All of HATS factoring activity for 2002 & 2003 has been paid and cleared.


10. RELATED PARTY TRANSACTIONS

Hamilton Aviation, Inc.

On April 15, 2002, Hamilton Aerospace entered into a Sale of Assets Agreement
with Hamilton Aviation, a privately held Arizona corporation. The agreement
contemplated the purchase by Hamilton Aerospace of substantially all of Hamilton
Aviation's equipment and inventory used in its aircraft maintenance, repair and
modification services business. Under the terms of this agreement, the closing
date was to be not later than July 15, 2002.

Also on April 15, 2002, Hamilton Aerospace entered into a Lease/Purchase
Agreement with Hamilton Aviation for the same assets that were included in the
Sale of Assets Agreement. Under the Lease/ Purchase Agreement, these assets
would be leased for a term of three (3) years or until the Sale of Assets
Agreement closed, at which time, all asserts would transfer to Hamilton
Aviation. The Lease / Purchase Agreement provided for payments in the amount of
$8,000 per month to Hamilton Aviation through April 15, 2005. Provided that the
Sale of Assets Agreement did not close by the expiration of Lease /Purchase
Agreement, title of all assets covered under the Lease / Purchase Agreement
would pass from Hamilton Aviation to Hamilton Aerospace upon expiration of the
Lease/Purchase Agreement.

On May 9, 2002, Hamilton Aviation filed for protection under Chapter 11 of the
United States Bankruptcy Code. Since that time the Sale of Assets Agreement
between Hamilton Aviation and Hamilton Aerospace lapsed and accordingly, the
Company continued to operate under the Lease/Purchase Agreement. Accordingly,
the Company entered into negotiations with the trustee for Hamilton Aviation to
re-negotiate the terms of the Lease/Purchase Agreement so as to convert it to an
operating lease. A new month-to-month lease was negotiated with payments of
$8000 per month.

On February 10, 2003, the judge presiding over the Chapter 11 Bankruptcy of
Hamilton Aviation approved a Sale of Assets Agreement between Hamilton Aviation
and HAT. The agreement was for a purchase price of $1.5 million, with a down
payment in the amount of $300,000. The balance was payable monthly at 6-1/2%
interest. Because the original agreement to purchase Hamilton Aviation were
negotiated prior to Hamilton Aviation's petition for bankruptcy, HAT elected to
renegotiate a new agreement that better reflected the scope of the current
transaction in light of the current market. The new agreement covers sale of a
portion of Hamilton Aviation's physical assets and has a reduced payoff clause,
which states that $1 million will be considered full payment, providing HAT
satisfies said agreement according to its terms. At December 31, 2003
negotiations on the new agreement were ongoing.

<PAGE>


During the quarter ended March 31, 2004, the agreement with Hamilton Aviation
was renegotiated. The liabilities, which were accrued during the period HAT was
operating under, pending approval of the transaction, were not required to be
paid. The over accrued liabilities have been recognized as a gain during the
period ended June 30, 2004.

On May 6, 2004, ("the Entry Date"), the presiding judge in the Hamilton Aviation
bankruptcy case issued an Order Approving Settlement Agreement relating to the
agreement reached between Hamilton Aviation, Inc. and HAT for the purchase of
certain of Aviations physical assets. The agreement calls for a down payment of
$100,000, $73,365.75 of which had already been paid, and monthly payments of
$15,000 plus interest at 6% per annum. An additional lump sum payment is to be
made by HAT within 60 days of the Entry date plus $50,000 shall be paid on or
before each annual anniversary of the Entry Date. The agreement has a reduced
payoff provision stipulating that if all payments have been made in a timely
manner by the fifth anniversary date of the entry date $1,000,000 will be
considered as payment in full, otherwise the amount is to be $1,500,000. The
agreement calls for a five year entry date anniversary profit payment equal to
one-half of HAT's net profits in excess of 12%, but limited so as to provide no
more than a total of all payments due of $1,500,000 plus interest over the
five-year term of the agreement. The Company recorded the cost of the assets at
$1500,000 reflecting the total liability under the agreement.

Under the agreement HAT agreed to purchase certain assets and leasehold
interests from Hamilton Aviation, Inc., a company in Chapter 11 reorganization
that formerly occupied the facilities now occupied by HAT. The Bankruptcy Court
approved the purchase as part of the reorganization plan. The purchase includes
all the ramp equipment, special tooling, office furnishings and equipment,
including phone and computer systems necessary to perform the functions required
to operate the FAA-approved aircraft repair station. These assets are located in
the HAT facility and are being used daily in HAT's operations. More
specifically, the equipment and tooling includes:

o    Ground equipment consisting of stands, compressors, jacks, tugs, power and
     hydraulic equipment, etc.

o    Special tools appropriate to the specific type of aircraft applied for on
     the FAA Air Agency application, including engine slings, jack pads, hand
     tools, special fittings, etc.

o    Computer hardware and software relevant to the inventory purchased and
     repair logistics management

o    Machinery including drill presses, lathes, shears, brakes, presses and
     other machine shop equipment.

o    General tools used in repair, maintenance and modification of any
     commercial aircraft.

The purchase agreement also includes certain intellectual property assets from
Hamilton Aviation as well as the estate of Gordon B. Hamilton (deceased),
including all uses of the name "Hamilton," "Hamilton Aviation," "Gordon B.
Hamilton," "Gordon D. Hamilton," "Hamilton Brothers," and "Hamilton
Aeronautics." The final terms of this purchase agreement was established on May
6, 2004 by the presiding judge in the Hamilton Aviation bankruptcy case. On July
8, 2004, the Estate Administrator, on behalf of Hamilton Aviation, Inc.,
accepted an offer made by HAT calling for satisfaction of all of its obligations
under the May 6, 2004 Settlement Agreement by payment of a lump sum of $750,000
on or before September 6, 2004. HAT made this final lump sum payment to Hamilton
Aviation by the September 6, 2004 settlement date.


11. CONTRACTS IN PROGRESS

At December 31, 2004, costs and estimated earnings in excess of billings and
billings in excess of costs and estimated earnings on uncompleted contracts
consist of the following:

                                                      2003              2004
                                                      ----              ----

Costs incurred on uncompleted contracts            $   152,225      $ 1,161,109

Profit earned to date                                  193,741          412,938


                                                   $   345,966      $ 1,574,047

   Less: Billings to date                             (719,000)      (2,855,203)


                                                   ($  373,034)     ($1,281,156)
<PAGE>


Included in the accompanying balance sheet at December 31, 2003 and 2004 under
the following caption:

Billings in excess of costs and estimated earnings on uncompleted contracts


                                                     2003               2004
                                                     ----               ----

Billings in excess from above                    $   373,034        $ 1,281,156
Time and material earnings
unbilled                                             (49,348)          (314,918)
                                                 -----------        -----------

Net                                              $   323,686        $   966,238
                                                 ===========        ===========

Billings in excess are the result of amounts due from customers under
contractual terms, which can be, in some cases, in advance of actual work
performed.


12. TRADE ACCOUNTS RECEIVABLE

As of December 31, 2003 and December 31, 2004, trade accounts receivable consist
of the following:

                                                        2003            2004
                                                        ----            ----

Contracts in progress                               $  487,390        $1,961,319
Completed contracts                                  1,136,043         2,858,045
                                                    ----------        ----------
                                                    $1,623,433        $4,819,364

Less: allowance for doubtful
accounts                                                10,488            53,149
                                                    ----------        ----------

                                                    $1,612,945        $4,766,215
                                                    ==========        ==========


13. INCOME TAXES

The Company had no current State or Federal income tax expense for the years
ended December 31, 2003 and December 31, 2004.

                                                       2003             2004
                                                       ----             ----

Federal income tax expense (benefit)
 at statutory rate (34%)                            $(442,000)       $ 855,000

State income tax expense (benefit) net
 of federal tax effect                                (42,000)          81,000

Benefit of new operating loss carryover                               (936,000)

Deferred income tax valuation allowance               484,000
                                                     --------        ---------

Net income tax expense                               $      0        $       0


Deferred tax assets and liabilities are determined based on the difference
between currently enacted tax rates. Deferred tax expense or benefit is the
result of the changes in deferred tax assets and liabilities.

Deferred income taxes arise principally from the temporary differences between
financial statement and income tax recognition of net operating losses.

<PAGE>


The components of deferred taxes at December 31, 2003 and December 31, 2004 in
the accompanying balance sheet is summarized below:

                                                       2003             2004
                                                       ----             ----

Net operating loss carry                            1,400,000           370,000
forward

   Less valuation allowance                        (1,400,000)         (370,000)
                                                   ----------         ---------

Deferred tax asset - net                           ----------         ---------

At December 31, 2004, the Company has approximately $1,000,000 of unused Federal
net operating loss carry forwards, which expires in the year 2020.


14. CONCENTRATION OF REVENUES

The Company had four customers who accounted for 59% of sales during the year
ended December 31, 2003. The Company had four customers who accounted for 55% of
sales during the year ended December 31, 2004. One customer accounted for 25% of
the Company's accounts receivable at December 31, 2004. The broadening of our
customer base will spread the risk associated with a potential failure of a
significant customer. Efforts are continually being made to broaden our customer
base and we expect to further reduce this risk in 2005. While the relative
significance of customers varies period to period, the loss of, or significant
curtailments of purchase of our services by, one or more or our significant
customers at any time could adversely affect our revenue and cash flow. The top
four customers reference above for 2003 & 2004 are listed in the table below:

--------------------------------------------------------------------------------
2003-Top Four Customers   2003- % Of          2004-Top Four          2004- % Of
                          Revenues            Customers              Revenues
--------------------------------------------------------------------------------

Customer A                    22              Customer E                  21
Customer B                    17              Customer F                  13
Customer C                    11              Customer C                  11
Customer D                     9              Customer A                  10

  Top Four-2003 Total %       59              Top Four-2004 Total %       55

--------------------------------------------------------------------------------


15. GAIN ON RENEGOTATION OF CONTRACTS

During the quarter ended March 31, 2004, an agreement between the Company and
Hamilton Aviation was negotiated that eliminated an accrued liability for rental
payments resulting in a gain of $88,000. As a result of the negotiated
acquisition of World Jet by the Company on July 15, 2004 with an effective date
of January 1, 2004 amended SEC reports for the first and second quarter ending
periods were issued reflecting the gains on World Jet's books totaling $449,308,
largely the result of elimination of accrued liabilities assumed prior to the
final negotiated terms of acquisition.

On July 8, 2004, the Estate Administrator, on behalf of Hamilton Aviation, Inc.,
accepted an offer by HAT calling for satisfaction of all of its obligations
under the May 6, 2004 Settlement Agreement by payment of a lump sum of $750,000
on or before September 6, 2004. HAT made this final lump sum payment and the
resulting elimination of accrued liabilities resulted in a gain of $607,194
recorded during the quarter ended September 30, 2004.

Summarized below are the $ amounts recognized on renegotiation of contracts by
quarter and by operating unit:

--------------------------------------------------------------------------------
Quarter Ended:       Global         Hamilton          World      Consolidated
                     Aircraft       Aerospace         Jet
--------------------------------------------------------------------------------
March 31, 2004                     $  88,000         $ 224,654     $   312,654
June 30, 2004                                        $ 224,654     $   224,654
September 30, 2004                 $ 607,194                       $   607,194
December 31, 2004                                                  $       -0-
   Totals for Year      $-0-       $ 695,194         $ 449,308     $ 1,144,502
--------------------------------------------------------------------------------
<PAGE>


16. GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company had incurred losses
since acquiring Hamilton Aerospace in May of 2002 through December of 2003.
Since HAT is now profitable, Global can, if necessary, meet its financial
requirements internally. Management is also interested in securing additional
funding for the purpose of certain productivity-improving or synergistic
acquisitions and other asset-based business opportunities. The company requires
and is currently pursuing additional capital for growth and strategic plan
implementation. The company has filed a registration statement with the United
States Securities and Exchange Commission in pursuit of meeting these
requirements.


17. SUBSEQUENT EVENTS

During the first quarter of 2005, the Tucson Airport Authority issued a Press
Release stating that they were granting a new lease to the Company for its HAT
facility. The TAA board of directors approved a one-year lease, with two
one-year options, with Hamilton Aerospace.

In February of 2005 HAT received funding on a closed and finalized Loan and
Security agreement with M&I Marshall & Ilsley Bank in the amount of 750,0000
secured by a first priority lien on HAT's accounts receivable and all other
assets. The term of the Loan is 3 years with an interest rate of 6.75% per
annum. The Loan is payable in monthly installments of $23,072.19 with a maturity
date of January 31, 2008. See Form 8-K filed February 8, 2005.