U.S.
SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-K

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

For year
ended December 31, 2006   Commission File No. 0-28575

GLOBAL
AIRCRAFT SOLUTIONS, INC.(Exact name of small business issuer as specified in its charter)

|NEVADA                          | 84-1108499
|------------------------------- | ----------
|(State or other jurisdiction of |           
|Incorporation or organization)  |           
|                                |           

|                                         | 
|---------------------------------------- | 
|6901 South Park Avenue                   | 
|Tucson, Arizona 85706                    | 
|(Address of Principal Executive Offices) | 
|                                         | 
|Securities registered pursuant to        | 
|Section 12(b) of the Act:                | 

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

|                              | 
|----------------------------- | 
|Title of Each Class           | 
|Common stock, $.001 par value | 
|                              | 

Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of
the securities Act. [   ] Yes  [ X ] No

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

Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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

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

Indicate by
check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act).  [   ] Yes [ X ] No

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

Number  of
shares of common Stock outstanding as of March 23, 2007 was 39,636,301. The  aggregate
market value of Global stock held by non-affiliates Global as of June  30, 2006, the last
day of business of our most recently completed second fiscal  quarter was $21,994,126,
which is based upon a closing share price of $1.25 per  share as reported on the OTCBB.

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Table of
Contents

Part I

|         |  |                                                           
|-------- |  | ----------------------------------------------------------
|Item 1   |  | Business                                                  
|Item 1A  |  | Rick Factors                                              
|Item 1B  |  | Unresolved Staff Comments                                 
|Item 2   |  | Properties                                                
|Item 3   |  | Legal Proceedings                                         
|Item 4   |  | Submission of Matters to a Vote of Security               
|         |  | Holders Executive Officers of the Company                 
|         |  |                                                           
|Part II  |  |                                                           
|Item 5   |  | Market for Registrants Common Equity,                    
|         |  | Related Stockholder Matters and Issuer                    
|         |  | Purchases of Equity Securities                            
|Item 6   |  | Selected Financial Data                                   
|Item 7   |  | Managements Discussion and Analysis of                   
|         |  | Financial Condition and Results of Operation              
|Item 7A  |  | Quantitative and Qualitative Disclosures about Market Risk
|Item 8   |  | Financial Statements and Supplementary Data               
|Item 9   |  | Changes in and Disagreements with Accountants             
|         |  | On Accounting and Financial Disclosure                    
|Item 9A  |  | Controls and Procedures                                   
|Item 9B  |  | Other Information                                         
|         |  |                                                           
|Part III |  |                                                           
|Item 10  |  | Directors, Executive Officers and Corporate Governance    
|Item 11  |  | Executive Compensation                                    
|Item 12  |  | Security Ownership of Certain Beneficial Owners           
|         |  | And Management and Related Stockholder Matters            
|Item 13  |  | Certain Relationships and Related Transactions,           
|         |  | And Director Independence                                 
|Item 14  |  | Principal Accountant Fees and Services                    
|         |  |                                                           
|Part IV  |  |                                                           
|Item 15  |  | Exhibits and Financial Statement Schedules                
|Item 20  |  | Signatures                                                
|         |  |                                                           
|         |  |                                                           

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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), that may affect  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.  Should any of the assumptions underlying a  forward-looking statement prove
incorrect,  actual results could differ  materially from  those anticipated. We are not
obligated, nor do we undertake the obligation, to revise these forward-looking statements
to reflect  future events or circumstances.

PART
I

ITEM 1.   
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. At
the beginning of 2005, it was decided that in addition to  its role as holding company,
Global would become active in aircraft trading,  replacing HAT in that arena. The only
revenue that has been reported prior to  this time by Global was revenue derived from a
contract with Mesa Airlines,  beginning in the third quarter of 2003 and ending in
December of 2004. That  revenue represented 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. 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.

On  August 26,
2005, Global together with BCI Aircraft Leasing, (BCI),  formed a joint
venture Delaware limited liability company called Jetglobal, LLC.  This is a special
purpose LLC formed to acquire and remarket commercial jet  aircraft. BCI will be
primarily responsible for the marketing aspects of  Jetglobal while Global will be
responsible for the technical, repair and  maintenance aspects associated with
remarketing purchased aircraft. Global  invested an initial amount of $1,125,000 for a
30% membership and profit  interest and BCI invested an initial amount of $2,625,000 for
a 70% membership  interest in Jetglobal. Pursuant to the terms of JetGlobals
Operating  Agreement, although the Company has a 30% membership interest, it is only
responsible for 25% of the costs and expenses associated with Jetglobal  including any
business transactions. (See Form 8-K/A filed September 9, 2005.)

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During 2006,
the Company formed Mexican corporation, Hamilton Aerospace Mexico, S. A. de C.V. for the
purpose of satisfying  governmental requirements of the country of Mexico associated with
HATs Tijuana operation and the servicing of Mexican airline,  Avolar Aerolineas.

During
the year ended December 31, 2006, 87% of the Companys operations were
conducted by two operating subsidiaries: HAT which accounted for approximately
75% of the Companys revenue and Word Jet which accounted for approximately
12% of the Companys revenue. The Companys share of Jetglobal 2006
net income was approximately $1,700,000. Global contributed 13% of the
Companys revenue through its aircraft-trading venue. In addition to the
operating expenses incurred by Global 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, Global, beginning in 2005,
also reports expenses generated in the pursuit of aircraft trading.

OPERATING
SEGMENTS

See  Note 4 to
the Consolidated Financial Statements for certain segment and  geographic financial data
relating to our business. The Company has divided its  operations into the following
reportable segments: aircraft maintenance, repair,  and overhaul; aircraft trading (i.e.
aircraft brokerage and/or the purchase for  resale or lease of aircraft and/or aircraft
engines); and part sales. All  aircraft maintenance, repair and overhaul is performed at
HAT. Beginning January  1, 2005, all of the Companys aircraft trading has been done
through  Global. (the Companys partnership, Jetglobal , also did aircraft trading).
Prior to that date all aircraft trading transactions were handled through HAT.
Subsequent to its acquisition in January 2004, substantially all part sales were  done by
the Companys wholly owned subsidiary, World Jet.

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.

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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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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 |  | Line
maintenance for carriers landing and taking off from Tucson International Airport
|- |  | --------------------------------------------------------------------------------------

|o |  | Corrosion
control and prevention programs
|- |  | -----------------------------------------

|o |  | Structural
inspections
|- |  | ----------------------

|o |  | Avionic
upgrades and modifications
|- |  | ----------------------------------

|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
|- |  | ------------------

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.

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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           
|            |              | Boeing           
|            |              | Boeing           
|            |              | Douglas          
|            |              | Douglas          
|            |              | McDonnell Douglas
|            |              |                  
|Power Plant |              | Pratt & Whitney  
|            |              | Pratt & Whitney  
|            |              | General Electric 
|            |              |                  

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.

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.

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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. Based on the Boeing 2003 Current Market Outlook Report, 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: BCI Aircraft Leasing (22%), an aircraft leasing company; Jetglobal,
LLC (6.29%), an aircraft trading and leasing company; Avolar Aerolineas, S.A. de
C. .V (24.42%) a Mexican airline; ART Portfolio (3.22%); Pegasus Aviation (2.59%),
a large aircraft  leasing company and long-time Hamilton Aviation customer; the
Mexican Presidential Fleet (2.52%); as well as  a number of smaller customers. HAT
also does line maintenance at Tucson International  Airport for Alaska Airlines,
American Airlines, Contintental Airlines, Delta Airlines,  Frontier Airlines, Jet Blue
Airlines, Northwest Airlines and United Airlines. HAT is  working to increase
and diversify its customer base and expects to sign more maintenance  contracts.

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:

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|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.  Expendables 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.

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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, or those that are supportive of Globals aircraft trading
activities. 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 by identifying and developing those  business
opportunities that offer the highest return on investment.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|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 2006.
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 educating and marketing to 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 its
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.

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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 http://www.globalaircraftsolutions.com/

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 may 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 rather
than rapid growth.

Financial
Strategies

The  principle
financial strategy of Global is to secure 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 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 onerous debt financing.

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Business
Development Strategies

As
described in Operations Strategiesabove, 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
into annual sales revenue growth rates of no more than 20% in the Companys
core aircraft maintenance business and greater management focus on growing the
less labor-intensive and higher-margin aircraft trading and aircraft parts sales
segments of the Company. Our goal is a growth rate in both the aircraft trading
and parts sales side of the business in the range of at least 25% to 50% per
year over at least the next two years.

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
potentially tens of millions of dollars of  additional lucrative potential business
available to HAT. 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 may 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 with 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, 2006, a total of approximately 150 employees were employed by HAT,
27 of which performed administrative functions. 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. 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.

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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, results of operations or ability to
operate as a going concern.

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 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
| | ----------------------------------------------

| | TheBoeing 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 with 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 1A.   
RISK FACTORS

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

Problems in
the Airline IndustryProblems
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.

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Increasing
Cost of Jet FuelThe
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
AttacksThe
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 RegulationAs
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 certifications or be able to obtain future  required
regulatory agency certifications.

Dependence on a Small Number of Customers
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. For the year ended December 31, 2005, our largest
continuing customer accounted for 8.3% of our revenue. Four customers accounted
for 37.6% of our revenue. For the year ended December 31, 2006, our largest
continuing customer accounted for 18.42% of our revenue. Four customers
accounted for 52.4% of our revenue and only two customers accounted for 38.7% of
our revenue. We recognize that any customer concentration creates risks and we
are, therefore, assessing strategies to lessen this concentration and increase
our customer base as well as to expand the Company into aircraft sales and
leasing venues to reduce our exposure to the adverse effects of the loss of one
or more of our significant customers. 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 subsidiaries relied for 10% or more of its revenue as of the year
ending December 31, 2006 are as follows:

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|HAT                            |  | WORLD JET | 
|------------------------------ |  | --------- | 
|
|Avolar Aerolineas, S.A. de C.V |  | 24.4%     | 
|BCI Aircraft Leasing, Inc.     |  | 22.0%     | 
|                               |  |           | 

HAT
was World Jets largest customer for the year ended December 31, 2006,
accounting for 62.2% 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.

Inability to
collect significant accounts receivable

During
2006, Avolars increasing fleet size resulted in increasing receivables due
HAT. At the same time, Avolars past due receivables increased
significantly. In order to protect the Companys financial status, late in
February Management put Avolar on a COD basis and negotiated a schedule for
Avolar to bring its account current. The parties also agreed that Avolar would
obtain whatever services and credit it could from other maintenance service
providers in order to facilitate Avolars pay-down of monies due HAT. By
the end of March 2007, Avolar has made progress reducing the amount owed
Hamilton Aerospace, but Avolar is not in full compliance with the terms of its
payment schedule agreed to with HAT. Avolar has stated its intention to bring
its accounts current with HAT and World Jet and renew its maintenance and
support agreements with both companies.

By the
end of the fourth quarter 2006 and into the first quarter 2007 the past due
amounts due Hamilton Aerospace by BCI Aircraft Leasing, Inc. had also reached
unacceptable levels. Additionally, BCI had failed to provide information legally
demanded by the Company regarding the financial results of its joint venture
with BCI, JetGlobal. The parties are now drafting language wherein BCI will pay
the Company cash plus transfer, free and clear, ownership to the Company of
enough aircraft out of the JetGlobal assets to settle in full all amounts due
the Company for services provided to BCI and from the Companys ownership
in JetGlobal. Although BCI is presently cooperating with the Company to resolve
these issues equitably, a final agreement and settlement has not at this time
been reached between the companies.

Lease of
PropertyGlobals
wholly owned subsidiary, Hamilton Aerospace Technologies, Inc.
(HAT), is currently conducting operations on leased property at the
Tucson International Airport, (TIA). Currently, World Jet is also
occupying space under this same lease. The lease is a one-year lease commencing
March 1, 2005 and permits HAT to apply for two additional one-year options. We
are in the first year of additional two years of option to renew. The rent has
been paid current to date. TIA is implementing a Master Plan for airport
development, which precludes issuing a long-term lease to HAT, but will not
affect HATs facilities for at least five years. Until HAT possesses a
long-term lease there remains a risk that HAT will have to relocate operations
which could have an adverse impact on HATs operations.

Risk of
Operating in One LocationDuring
2006, Global conducted more than 72% of its operations through its two wholly
owned subsidiaries, HAT and World Jet. HAT has been located at 6901 South Park
Avenue, Tucson, Arizona since its inception. During the fourth quarter of 2006,
World Jet relocated its sales offices to facilities at this HAT site. World Jet
serves as HATs parts supply facility for aircraft parts and stores its
inventory at 7001 South Park Avenue Tucson, Arizona. During 2006, World Jet
accounted for 12% of Globals total revenue. The repair and maintenance
operation of HAT, located at 6901 South Park Avenue, Tucson, Arizona comprised
50% of Globals revenue. By having only one location for aircraft repair
and maintenance for HAT and sales offices for World Jet both are at risk of
temporary or permanent cessation of all operations should they encounter an
event which renders the facility unusable for any period of time or either
encounters any issues or problems related to the use of the facility at this
location.

World  Jet
stores its inventory in only one location in Tucson, Arizona at 7001 South  Park.
Cessation of operation at this location due to events, which render the  facility
unusable for any period of time or any damage to or destruction of this  facility and/or
the inventory, will also adversely impact the Company.

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Reliance on
Executive Officers and Key EmployeesOur
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.

CompetitionThe
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 have in
the past responded to market competition and conditions 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
LiabilityOur
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 the Company 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, results of
operations or our ability to continue as a going concern.

Susceptibility
to Other Liability ClaimsOur
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 HoldersWe 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.
There is also a link provided to the SEC website on our website at
http://www.globalaircraftsolutions.com/

ITEM 1B.   
UNRESOLVED STAFF COMMENTS.

None

ITEM 2.   
PROPERTIES.

The
principal executive offices for Global are located at 6901 South Park Avenue,
currently some executive offices are now at 6451 South Country Club Road, Suite
111 about one mile from the HAT and World Jet operational areas. The principal
executive offices for HAT and World Jet 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.

Page 15



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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 HAT production planning and
control operations 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 HAT and World Jet 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.

During
the fourth quarter of 2006, World Jet moved its entire inventory into 59,000
square feet, adjacent to the HAT complex, which World Jet is leasing for the
purpose of inventory storage.

ITEM 3.   
LEGAL PROCEEDINGS.

Global

As Plaintiff:

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 in April, 2002 whereby Old Mission Assessment  (OMAC)
and others 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 May 2,
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 and paid to United Pay Phone
Workers, an investor in OMAC, pursuant to an agreed upon order of the court.

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 failed and 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 or
about July 24, 2006, which was far beyond the procedurally acceptable time
within which to file a counterclaim and without the required leave of court,
Corwin Foster filed a counterclaim against Global, HAT, Hamilton Aviation, Ian
Herman, Gordon Hamilton, John Sawyer, Ronald Clark, Frank Hooper, United
Payphone, Financial Capital, Interwest Transfer and the law offices of Tharpe
& Howell alleging fraud, unjust enrichment, breach of contract and
constructive trust. All of these claims are categorically denied and Global has
filed a motion to strike this counterclaim based upon the above referenced
defects. Global has also filed a Motion for Summary Judgment, which is expected
to be determined by June 2007.

HAT

As Plaintiff:

On
November 13,2006, HAT commenced a civil action in the Superior Court of Arizona
against Admiral Merchants Motor Freight, Inc., vital Express, et al, to recover
damages to an aircraft engine that the defendants were contracted to transport
from HATs maintenance facility in Tucson to a facility in Vancouver, B.C.
HAT is alleging that the Defendants did not properly secure the engine during
transport, thereby causing damage to the engine which resulted in approximately
$588,127.00 in damages to HAT. The claim has been removed to the Federal
District Court in Arizona and is currently pending discovery.

Page 16



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World Jet

World  Jet is
not involved in any material legal proceedings.

There is  no
pending or threatened governmental or regulatory action against Global or any  of its
subsidiaries.

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

There
were no matters submitted to a vote of shareholders during the fourth quarter of
the year ended December 31, 2006.

PART
II

ITEM 5.   
MARKET FOR THE REGISTRANT'S COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.

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:

|     |  |                | 
|---- |  | -------------- | 
|2006 |  |                | 
|     |  | First Quarter  | 
|     |  | Second Quarter | 
|     |  | Third Quarter  | 
|     |  | Fourth Quarter | 
|     |  |                | 
|2005 |  |                | 
|     |  | First Quarter  | 
|     |  | Second Quarter | 
|     |  | Third Quarter  | 
|     |  | Fourth Quarter | 
|     |  |                | 



Impact of
Being an OTC Bulletin Board StockGlobal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  time be subject to the penny stock provisions of the
Exchange Act  and applicable SEC rules. 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. This could have an adverse effect on the liquidity of our
common stock.

Page 17



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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 39,587,807
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. NEED to calculate

Holders

Global
had approximately 68 shareholders of record as of December 31, 2006, 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 investor Barron Partners, LP  as well as
the issuance of two (2) warrants to Barron Partners, LP representing  7,200,000
underlying shares of common stock each; one warrant with an exercise  price of $.68 per
share and the second warrant having an exercise price of $1.36  per share. On or about
July 27, 2005, Barron Partners, LP received 7,200,000  shares of common stock pursuant to
the exercise of the $.68 warrant. Barron  Partners, LP continues to hold the remaining
$1.36 warrant with 7,200,000  underlying shares of common stock. In connection with this
private placement to  Barron Partners, LP, the Company also issued three (3) warrants
pursuant to a  private placement to accredited investor to JG Capital, Inc. representing
1,800,000 total underlying shares of common stock; one warrant with an exercise  price of
$.34 per share for 720,000 underlying shares of common stock; the  second warrant having
an exercise price of $.68 with 540,000 underlying shares  of common stock; and the third
warrant having an exercise price of $1.36 with  540,000 underlying shares of common
stock. However, all three warrants contain a  cashless exercise feature entitling the
holder thereof to a discounted number of  shares should such cashless exercise feature be
implemented. On or about  September 20, 2005, JG Capital, Inc. exercised 501,000 of
720,000 shares of  common stock underlying the $.34 warrant on a cashless basis and
received a  discounted share issuance of 399,000 shares of common stock and a new $.34
warrant with 219,000 underlying shares of common stock. On or about May 9, 2006,  JG
Capital exercised the balance of shares underlying this $.34 warrant again on  a cashless
basis and received a discounted share issuance of 165,814 shares of  common stock. In
issuing these shares of common stock and the shares of common  stock underlying the
warrants,, 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 and the
warrants representing 16,200,000  underlying 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 as partial compensation in connection with the purchase of World Jet. 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.

Page 18



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On  August 15,
2004, the shareholders authorized the issuance of 2,115,386shares of common stock
pursuant to a private placement to accredited  investors, Alpha Capital, Stonestreet,
Whalehaven and Greenwich as well as the  issuance of the following shares of common stock
underlying warrants: (i) Alpha  Capital  625,000 shares of common stock underlying
a $1.00 warrant and  625,000 shares of common stock underlying a $1.36 warrant; (ii)
Stonestreet  192,308 shares of common stock underlying a $1.00 warrant and 192,308
shares of common stock underlying a $1.36 warrant; (iii) Whalehaven  144,231 shares
of common stock underlying a $1.00 warrant and 144,231  shares of common stock underlying
a $1.36 warrant; (iv) Greenwich 96,154  shares of common stock underlying a $1.00
warrant and 96,154 shares of common  stock underlying a $1.36 warrant (Greenwich having
exercised the $1.00 warrant  on or about March 30, 2006); (v) JG Capital, Inc.  95,192
shares of common  stock underlying a $.52 warrant, 47,597 shares of common stock
underlying a  $1.00 warrant, and 47,597 shares of common stock underlying a $1.36
warrant;  (vi) Heza Holdings  31,731 shares of common stock underlying a shares of
common stock underlying a $.52 warrant , 15,865 shares of common stock  underlying a
$1.00 warrant, and 15,865 shares of common stock underlying a $1.36  warrant (Heza
Holdings having exercised the $.52 warrant on a cashless basis  thereby receiving a
discounted share issuance of 21,017 shares of common stock  on or about December 27,
2005); and (vii) Grushko & Mittman PC -31,731  shares of common stock underlying a
shares of common stock underlying a $.52  warrant , 15,865 shares of common stock
underlying a $1.00 warrant, and 15,865  shares of common stock underlying a $1.36 warrant
(Grushko & Mittman having  exercised the $.52 warrant on a cashless basis thereby
receiving a discounted  share issuance of 22,812 shares of common stock on or about
September 14,  2005);. In issuing these shares of common stock and the shares of common
stock  underlying the warrants,, 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 and the warrants representing 2,354,954 underlying shares of common stock
underlying the  warrants 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 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.

All shares of
common stock and shares of common stock underlying the warrants listed in the
transactions set forth  above became registered pursuant to our registration statement
which was declared effective by the SEC on  February 9, 2006.

Equity
Compensation Plan Information

|Plan Category                | Number of securities to beissued upon exercise ofoutstanding options,warrants and rights | Weighted average exerciseprice of outstandingoptions, warrants and rights | Number of securitiesremaining available forfuture issuance
|---------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ----------------------------------------------------------
|
|
|Equity compensation plans    |                                                                                          | 0                                                                         |                                                           
|approved by security holders |                                                                                          |                                                                           |                                                           
|                             |                                                                                          |                                                                           |                                                           
|                             |                                                                                          |                                                                           |                                                           
|Equity compensation plans    |                                                                                          | 930,000                                                                   |                                                           
|not approved by security     |                                                                                          |                                                                           |                                                           
|holders (2)                  |                                                                                          |                                                                           |                                                           
|                             |                                                                                          |                                                                           |                                                           
|Total                        |                                                                                          | 930,000                                                                   |                                                           
|                             |                                                                                          |                                                                           |                                                           
|                             |                                                                                          |                                                                           |                                                           

Page 19



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NOTE:  The
following plans have not been approved by the shareholders however, under  our by-laws
the directors are empowered to issue options and shares under the  plans. 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 8 in the footnotes to the audited financial statements
included as part of this report.

ITEM 6.   
SELECTED FINANCIAL DATA.

The
following table represents our selected consolidated financial information. The
selected financial data set forth below should be read in conjunction with the
Consolidated Financial Statements and notes thereto and Item 7,
Managements Discussion and Analysis of Financial Condition and
Results of Operations which contains a description of the factors that
materially affect the comparability, from period to period, of the information
presented herein.

|                                                           |  |     
|---------------------------------------------------------- |  | ----
|(in thousands except per share amounts)                    |  |     
|                                                           |  |     
|Net revenue                                                |  | 2006
|                                                           |  | 2005
|                                                           |  | 2004
|                                                           |  | 2003
|                                                           |  | 2002
|                                                           |  |     
|Gross profit                                               |  | 2006
|                                                           |  | 2005
|                                                           |  | 2004
|                                                           |  | 2003
|                                                           |  | 2002
|                                                           |  |     
|Net income  before taxes                                  |  | 2006
|                                                           |  | 2005
|                                                           |  | 2004
|                                                           |  | 2003
|                                                           |  | 2002
|                                                           |  |     
|Net income  after taxes                                   |  | 2006
|                                                           |  | 2005
|                                                           |  | 2004
|                                                           |  | 2003
|                                                           |  | 2002
|                                                           |  |     
|Net income per common share  basic, continuing operations |  | 2006
|                                                           |  | 2005
|                                                           |  | 2004
|                                                           |  | 2003
|                                                           |  | 2002
|                                                           |  |     
|Net income per common share  diluted, continuing          |  | 2006
|operations                                                 |  | 2005
|                                                           |  | 2004
|                                                           |  | 2003
|                                                           |  | 2002
|                                                           |  |     

Selected
Balance Sheet Financial Data at December 31  (in thousands)

|              | 2002 | 2003      | 2004 | 2005      | 2006
|------------- | ---- | --------- | ---- | --------- | ----
|Total Assets  |      | $1,787    |      | $3,246    |     
|Notes Payable |      | $   101   |      | $   799   |     
|Capital Lease |      | $       0 |      | $       0 |     
|Obligations   |      |           |      |           |     
|Credit Line   |      | $       0 |      | $       0 |     
|Payable       |      |           |      |           |     
|              |      |           |      |           |     

Page 20



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ITEM 7.   
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.
During 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 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.

Management
is cautiously optimistic that efforts to strengthen the quality of our customer
base, our adeptness at garnering jobs with the likelihood of good gross profit
potential and our continued vigilance at holding down costs will enhance future
results and our profitability will be increase in 2007. 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.

Globals
aircraft trading represents a significant niche in our business. Successful
efforts in this area will go a long way to building our company. During 2005,
aircraft trading accounted for 19% of the Companys revenue. This trading
decreased in 2006 and was 9% of total revenue for the Company. The considerable
impact that can be made through growth of aircraft trading is evident when you
consider that fewer than 10 transactions took place in our aircraft trading
segment, (which excludes any Jetglobal activity), during the year ended December
31, 2005 and fewer than 5 during the year ended December 31, 2006.. Obviously,
there is opportunity for a positive synergistic increase in MRO revenue and part
sales revenue related to those aircraft traded with both new and continuing
customers.

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, cash availability 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.

Page 21



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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 day to day operations are currently and
were as of December 31, 2006, 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. Our
aircraft trading transactions are conducted by Global.

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 22



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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.

2004 - 2005

Significant
events that occurred during 2005 include:

| | In
early July of 2005, The Companys subsidiary HAT, on behalf of subsidiary  World
Jet, agreed to purchase the inventory held on consignment belonging to  Jetran
International, Ltd. plus one DC9-82, serial number 48092 for a price of  $2,900,000.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
July 27, 2005, 7,200,000 shares of restricted common stock were issued to Barron
Partners, L.P. upon their exercise of warrants to purchase same at $.68 per  share. The
total purchase price of the stock was $4,896,000. These proceeds were  used in part to
cover some of the cost of the above inventory purchase.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
August 12, 2005, HAT entered into a five-year maintenance contract with the new  Mexican
airline, Avolar. Potential value of this agreement is linked to the  planned growth of
Avolar. The business plan of Avolar calls for a thirty  aircraft fleet by mid 2008.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
August 26, 2005, Global together with BCI formed a joint venture Delaware  limited
liability company called Jetglobal, LLC. This is a special purpose LLC  formed to acquire
and remarket commercial jet aircraft. On September 1,  Jetglobal entered into an
agreement to acquire a fleet of 26 Boeing 737-200  aircraft from Jetran International.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
modification of our borrowing agreement with our lender was finalized on  December 9,
2005. This new agreement includes an operating credit line of $5 M  and a line of $7M
solely for the acquisition of aircraft.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During
2005, we saw revenues increase to $41,228,648, which is a 33.6% increase over
2004s $30,851,118. (See following paragraph regarding Jetglobal revenue).
The Company had $2.3 million in net income, before taxes in 2004 compared with
$3.5 million is 2005; and EBITDA increased from $3,108,651 for 2004 to
$4,528,655 in 2005. It should be noted that 2004 net income and EBITDA was aided
by the inclusion of $1,144,502 in extraordinary items while there were no
extraordinary items in 2005. A comparison of the Companys gain from
operations illustrates 80.9% growth from 2004s $1,320,770 to 2005s
$2,389,294.

It  should be
noted that the required accounting treatment for Jetglobals  results is an entry on
the Companys Income Statement for the  Companys percentage of the net income
of the Jetglobal partnership.  This is an important consideration to keep in mind for
2005 results. Those who  look to revenue growth as the fundamental indication of a companys
success  and growth need to be aware that no matter how much revenue is generated by
Jetglobalss aircraft trading activities no increase in revenue will be  shown on
the Companys results. Net income, however, will reflect the  Companys
percentage of the net income of Jetglobal operations.

Efforts
to take advantage of opportunities, as they arose, to grow our aircraft trading
business met with success. Aircraft trading denotes the purchase and resale or
lease, for profit, of aircraft, aircraft engines, and /or other aircraft major
components. Aircraft trading specifically encompasses the transactions
representing approximately 19% of the Companys 2005 annual revenue. This
aircraft trading was done directly by the Company without Jetglobal
participation. Our 2004 revenue included $7.9 million attributable to aircraft
sales compared with $13.6 million in 2005. Gross profit for the fourth quarter
of 2005 was $2,307,561 while gross profit for the fourth quarter of 2004 was
$1,554,744, also a substantial increase.

Page 23



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While
the Company aggressively seizes revenue-producing opportunities such as aircraft
trading, management gauges results by looking at what has been the core revenue
producing activity to date, the sale of labor hours. In 2004, revenue produced
from labor was $14.3 million and was virtually the same in 2005 at $14.3
million. Billable hours for each period are essentially the same. The
comparative costs for all direct labor, including work performed by outside
contractors, was $8,428,919 in 2004 compared with $9,190,898 in 2005,
representing a 9% increase in cost. The relationship between direct labor costs
to direct labor revenues rose approximately 5% to about 64% in 2005 as compared
with 59% in 2004. Direct labor percentages will always vary to some degree due
to the nature of flat rate bidding as opposed to billing for all time and
materials. Included in the operating expenses for the Company in the years ended
December 31,2005and December 31, 2004 are $326,594 and $476,613, respectively,
associated with the award of stock and stock options.

In
order to compare results from one period to the next it should be remembered
that 2005 had no extraordinary gains. There was a reduction in tax expense of
$189,816 resulting from the over-expensing of taxes in our World Jet subsidiary
during a prior period. There was $1,144,502 in gains reported during 2004 that
were the result of several contract renegotiation items. In 2004, our HAT
subsidiary experienced a gain of $88,000 on the waiving of rental fees to
Hamilton Aviation during contract negotiations. HAT also experienced a gain of
$607,194 in 2004 as the result of the acceptance of a payment of $750,000 cash
to satisfy all obligations under then existing agreement generated upon the
purchase of the Hamilton Aviation assets. For details of the Hamilton Aviation
transaction see Note 12, Related Party Transactions, in the footnotes of the
Audited Financial Statements included as part of this report. World Jet reported
gains of $449,308 in 2004 related to renegotiations of amounts due under various
agreements, the predominate items being: $209,708 in commissions was waived,
$173,000 of debt was forgiven and $33,700 was the result of the renegotiation of
management services fees.

Company
SG&A expenses were $4,826,519 for 2004 and as a percentage of revenues were
16%. In 2005 SG&A expenses were $7,780,332, which was 19% as a percentage of
revenues. During 2004, SG&A expenses included approximately $680,000 due to
commissions related to aircraft sales transactions compared with $1,260,000 in
2005. Other notable increases in SG&A expenses included:

|o |  | An
increase in rent expense and facility use fees from 2004 to 2005 of $253,824,  mainly
attributed to additional warehouse space for inventory storage and annual  increases
imposed by our landlord, TAA. Hangar space in Tijuana, Mexico to  facilitate servicing
our Avolar contract was $139,093 and was fully recovered  from Avolar.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | An
increase in insurance from 2004 to 2005 of $192,215 mainly attributed to  Globals
new D&O policy and new coverage related to aircraft trading,  and property coverage
on additional space required by inventory additions.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | An
increase in travel from 2004 to 2005 of $156,418 relating to the Avolar  project and also
to aircraft trading.
|- |  | -----------------------------------------------------------------------------------------------------------------

Interest
expense for 2004 was $329,023 and for 2005 was $386,927.

Page 24



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The following
table graphically depicts the operating performance for Global, HAT and World Jet
subsidiaries on a stand-alone and  consolidated basis for the year ended December 31,
2005:

|Period   |  | GlobalStand Alone$ | HATStand Alone$ | World JetStand Alone$ | * EliminateIntercompany$ | Consolidated$
|-------- |  | ------------------ | --------------- | --------------------- | ------------------------ | -------------
|         |  |                    |                 |                       |                          |              
|2005     |  | Revenues           |                 | 11,396,538            |                          | 23,505,112   
|Year End |  | Cost of Sales      |                 | (7,930,337            | )                        | (19,594,059  
|Results  |  | Expenses           |                 | (2,489,347            | )                        | (3,692,489   
|         |  | Operating Profit   |                 | 976,854               |                          | 218,564      
|         |  | (Loss)             |                 |                       |                          |              
|         |  |                    |                 |                       |                          |              

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

|Period   |  | GlobalStand Alone$ | HATStand Alone$ | World JetStand Alone$ | * EliminateIntercompany$ | Consolidated$
|-------- |  | ------------------ | --------------- | --------------------- | ------------------------ | -------------
|         |  |                    |                 |                       |                          |              
|2004     |  | Revenues           |                 | 1,047,680             |                          | 25,288,888   
|Year End |  | Cost of Sales      |                 | (456,643              | )                        | (20,871,009  
|Results  |  | Expenses           |                 | (1,524,055            | )                        | (2,873,658   
|         |  | Operating Profit   |                 | 933,018               |                          | 1,544,221    
|         |  | (Loss)             |                 |                       |                          |              
|         |  |                    |                 |                       |                          |              

2005 - 2006

During
2006, revenues were $34,542,195 which represents a decrease of 16.2% from
2005s figure of $41,228,648. (see following paragraph regarding Jetglobal
revenue). The Company had $3.123 million in net income in 2005 and $.826 million
in 2006; and EBITDA decreased from $4,528,655 in 2005 to 2,468,664 in 2006. A
decline from 2005s $2,389,294 in 2006 resulted in a loss from operations
of $2,109.

It  should be
noted that the required accounting treatment for Jetglobals  results is an entry on
the Companys Income Statement for the  Companys percentage of the net income
of the Jetglobal partnership. During  2005, Jetglobal had a sale rescinded due to a
customer canceling a sales  agreement. This sale was guaranteed by Jetglobals other
partner. This  other partner and Global entered into an agreement in 2005 wherein Global
sold  its interest in the four aircraft that were part of the 2005 rescinded  transaction
to its Jetglobal partner, BCI, at a price of $1,957,692 and a profit  of $1,096,154.. The
cost for the aircraft was the original Jetglobal acquisition  cost. Global transferred
all of its rights in the four aircraft from Jetglobal  to BCI. Because the aircraft were
sold to the controlling owner, BCI, the sale  was effectively accounted for by Jetglobal
as a distribution of the aircraft to  the controlling owner. During early 2007, the
Company has embarked on a new  partnership that will be involved with aircraft leasing,
(see Subsequent Events  section of the Financial Statements included with this filing).
Those who look  to revenue growth as the fundamental indication of a companys
success and  growth need to be aware that no matter how much revenue is generated by
trading partners in which we have minority interest and no control over  management, no
increase in revenue will be shown on the Companys results.  Net income, however,
will reflect the Companys percentage of the net  income of trading partners.

Efforts
to take advantage of opportunities, as they arose, to grow our aircraft trading
business met with some success. Aircraft trading denotes the purchase and resale
or lease, for profit, of aircraft, aircraft engines, and /or other aircraft
major components. Aircraft trading specifically encompasses the transactions
representing approximately 9% of the Companys 2006 annual revenue. This
aircraft trading was done directly by the Company without Jetglobal
participation. Aircraft sales in 2006 were $3.175 compared with $13.6 million in
2005. Gross profit during the fourth quarter of 2006 was $49,338. Gross profit
for the fourth quarter of 2005 was $2,307,561.

While
the Company aggressively seizes revenue-producing opportunities such as aircraft
trading, management gauges results by looking at what has been the core revenue
producing activity to date, the sale of labor hours. In 2006, revenue produced
from labor was $14.3 million and was virtually the same in 2005 at $14.3
million. Billable hours for each period are essentially the same. The
comparative costs for all direct labor, including work performed by outside
contractors, was $8,945,712 in 2006 compared with $9,190,898 in 2005,
representing a 3% decrease in cost. The relationship between direct labor costs
to direct labor revenues decreased approximately 2% to about 62% in 2006 as
compared with 64% in 2005. Direct labor percentages will always vary to some
degree due to the nature of flat rate bidding as opposed to billing for all time
and materials. Included in the operating expenses for the Company in the years
ended December 31,2006 and December 31, 2005 are $617,459 and $326,594,
respectively, associated with the award of stock and stock options.

Page 25



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Company
SG&A expenses in 2006 were $8,591,738 and as a percentage of revenue were
25%. In 2005, SG&A expenses were $7,780,332, which was 19% as a percentage
of revenues. During 2006, SG&A expenses included approximately $669,500 due
to commissions related to aircraft sales transactions compared with $1,260,000
in 2005. Other notable increases in SG&A expenses included:

| | Our
World Jet subsidiary had an increase in SG&A of $267,421 the largest part of  which
was associated with the movement of inventory to its new location at 7001  South Park
coupled with the counting and classification, prior to the 2007  audit of the balance of
the inventory purchased from Jetglobal.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Global
had a significant increase in professional fees in the amount of $618,000 over  the 2005.
Approximately $96,900 was related to auditing and accounting fees.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Interest
expense for 2006 was $587,183 and for 2005 was it was $386,927.
| | ------------------------------------------------------------------------

The
following table graphically depicts the operating performance for Global, HAT
and World Jet subsidiaries on a stand-alone and consolidated basis for the year
ended December 31, 2006:

|Period   |  | GlobalStand Alone$ | HATStand Alone$ | World JetStand Alone$ | * EliminateIntercompany$ | Consolidated$
|-------- |  | ------------------ | --------------- | --------------------- | ------------------------ | -------------
|         |  |                    |                 |                       |                          |              
|2006     |  | Revenues           |                 | 4,475,000             |                          | 26,058,040   
|Year End |  | Cost of Sales      |                 | (3,489,909            | )                        | (20,929,517  
|Results  |  | Expenses           |                 | (3,394,122            | )                        | (3,342,380   
|         |  | Operating Profit   |                 | (2,409,031            | )                        | 1,786,143    
|         |  | (Loss)             |                 |                       |                          |              
|         |  |                    |                 |                       |                          |              

|o |  | The
Eliminate column reflects the $ amounts of Inter-Company Sales by World Jet
to HAT in 2006.
|- |  | -------------------------------------------------------------------------------------------------

|o |  | 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.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
following table graphically depicts the operating performance for Global, HAT
and World Jet subsidiaries on a stand-alone and consolidated basis for the year
ended December 31, 2005:

|Period   |  | GlobalStand Alone$ | HATStand Alone$ | World JetStand Alone$ | * EliminateIntercompany$ | Consolidated$
|-------- |  | ------------------ | --------------- | --------------------- | ------------------------ | -------------
|         |  |                    |                 |                       |                          |              
|2005     |  | Revenues           |                 | 11,396,538            |                          | 23,505,112   
|Year End |  | Cost of Sales      |                 | (7,930,337            | )                        | (19,594,059  
|Results  |  | Expenses           |                 | (2,489,347            | )                        | (3,692,489   
|         |  | Operating Profit   |                 | 976,854               |                          | 218,564      
|         |  | (Loss)             |                 |                       |                          |              
|         |  |                    |                 |                       |                          |              

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LIQUIDITY
AND CAPITAL RESOURCES

Liquidity

Changes
in the Companys Balance Sheet for the year ended December 31, 2006
reflected the several events. Total assets increased from $25,054,621at December
31, 2005 to $28,474,276. Significant changes for the period were:

| | Cash
on hand decreased $263,573.
| | --------------------------------

| | Total
inventory decreased $914,774. In 2005, the inventory still on hand from the  Companys
purchases of World Jet and the Hamilton Aviation inventory aged  over one year and made
up most of the amount carried in inventory non-current at  December 31,2005. During 2006,
the Company adopted standard aviation firm  practice of showing all inventory as a one
line item. See note on Inventory,  in the Financial Statements that are part of this
filing.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Notes
receivable decreased $1,542,009.
| | --------------------------------------

| | Equity
in net assets of and advances to affiliates, a new account in 2005, ended 2005  with a
balance of $3,687,276. The December 31, 2006 balance is $6,063,067. The 2005 balance
changed from $6,751,789  to $3,687,276. Part of the difference, in the amount of
$2,888,006, is stated as a separate line item, Due from  equity investee partner,
with the remainder of the adjustment being made to accounts receivable. This change was a balance sheet reclassification.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During
the year ended December 31, 2006 total liabilities increased from $11,026,222 at
December 31, 2005 to $12,720,070 primarily due to:

| | At
December 31, 2005 the balance due on notes payable was $2,564,739 and at  December 31,
2006 it was $5,101,568, an increase of $2,536,829.
| | --------------------------------------------------------------------------------------------------------------------------------------------

| | Accounts
Payable decreased $2,179,830.
| | --------------------------------------

| | Billings
in  excess of costs and estimated earnings on contracts in progress increased  $200,588.
| | -------------------------------------------------------------------------------------------------

Avolars
increasing fleet size resulted in increasing receivables due HAT.
At the same time, Avolars past due receivables increased significantly. In
order to protect the Companys financial status, late in February
Management put Avolar on a COD basis and negotiated a schedule for Avolar to
bring its account current. The parties also agreed that Avolar would obtain
whatever services and credit it could from other maintenance service providers
in order to facilitate Avolars pay-down of monies due HAT.
By the end of March 2007, Avolar had made progress reducing the amount owed
HAT, but Avolar is not in full compliance with the terms of its
payment schedule agreed to with HAT. Avolar has stated its
intention to bring its accounts current with HAT and World Jet
and renew its maintenance and support agreements with both companies. However,
in view of these recent developments, it is unlikely that the income and profit
contributions from Avolar to HAT and World Jet in 2007 will reach
the amounts previously indicated by Management.

By the
end of the fourth quarter 2006 and into the first quarter 2007 the past due
amounts due Hamilton Aerospace by BCI Aircraft Leasing, Inc. had also reached
unacceptable levels. Additionally, BCI had failed to provide information legally
demanded by the Company regarding the financial results of its joint venture
with BCI, JetGlobal. The parties are now drafting language wherein BCI will pay
the Company cash plus transfer, free and clear, ownership to the Company of
enough aircraft out of the JetGlobal assets to settle in full all amounts due
the Company for services provided to BCI and from the Companys ownership
in JetGlobal. Although BCI is presently cooperating with the Company to resolve
these issues equitably, a final agreement and settlement has not at this time
been reached between the companies.

Combination of
slow payment by Avolar and BCI/JetGlobal has caused Global Aircraft Solutions to extend
its trade vendors.  Subsequent to December 31, 2006, the Company began to receive more
substantial payments from Avolar. The Company believes  that it will be able to liquidate
its investment in Jetglobal and the BCI receivable upon reaching a  settlement
agreement on JetGlobal.

As BCI is one
of our largest customers, we will likely experience lower revenue volumes from BCI in
2007. However, we  believe that we will maintain BCI as a customer and that we have
opportunities to acquire new customers.

Page 27



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Cash

As of
December 31, 2006, we had $104,440 in cash on hand and approximately $7,870,799
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.

Short-Term
Financing

On
July 6, 2006, Comvest Capital, LLC, as Lender, and Global Aircraft
Solutions, as Borrower, entered into a subordinated loan agreement.
Under the loan agreement, the Company was originally indebted to the Lender in
the principal amount of $2,800,000. The principal amount of the agreement was
originally all due and payable October 6, 2006, with interest payments due
monthly on the last day of each month in the amount of 15% of the outstanding
balance. These funds were borrowed for potential investment purposes, but as the
investment did not materialize, the company has repaid $2,700,000 of the loan
amount and has made an agreement to repay the balance of $76,750. The interest
rate during the extended period will be 20%. Interest payable at December 31,
2006 was $1,666.

To
facilitate this loan agreement, on July 6, 2006, the Company and its wholly
owned subsidiaries Hamilton and World Jet entered into a Subordination and
Intercreditor Agreement with M&I Marshall & Ilsley Bank (Lender) and
Comvest Capital, LLC, (Creditor).

On
December 9, 2005, Global, HAT, a wholly owned subsidiary of Global and World
Jet, a wholly owned subsidiary of Global (collectively the
Borrowers) closed on a First Modification to the May 5, 2005 Initial
Loan Agreement with Globals existing bank. The modification increased the
$2.5 million operating line of credit to $5 million, added a Guidance Line of
Credit in the amount of $7 million solely for the acquisition of aircraft and
Letter of Credit Facilities in combined amounts not to exceed $200,000. The
Guidance Line of Credit is no longer in effect. The interest rate on the Line of
Credit was reduced from 3.5% per annum to 3.00% per annum in excess of the
applicable LIBOR rate. The Line of Credit and any Letter of Credit Facility
remain secured by a first priory lien on Globals, HATs and World
Jets personal property. The Line of Credit and the Letter of Credit Facility all
expire on October 31, 2007 and the entire outstanding principal balance, all
accrued and unpaid interest, and all other sums due and payable under the Line
of Credit and Letter of Credit Facility shall be due on the expiration date. The
interest rate applicable to the Line of Credit on December 31, 2006 was 8.3% per
annum.

While
there is no required monthly repayment obligation of the Line of Credit, the
Line of Credit is based upon and limited by a borrowing base equal to the sum of
80% of the outstanding amount of all Eligible Accounts as defined in the Loan
Agreement and 50% of the net book value of all Eligible Inventory as defined in
the Loan Agreement. If any Letter of Credit Facility is drawn upon, all
principal and accrued and unpaid interest shall be due and payable upon demand.

At
December 31, 2006, the Company was in compliance with the quick ratio (defined
as cash, liquid cash equivalents and accounts receivable, divided by current
liabilities) covenant of the loan agreement. The ratio is to be at least .60 to
1. At December 31, 2006 the ratio for the Company was .76 to 1.

Long-Term
Financing

The long-term
liabilities of Global primarily consist $225K due on capitalized lease obligations and a
deferred tax liability of $344K.

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.

Page 28



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CRITICAL
ACCOUNTING 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.

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.

Trade
Accounts Receivable:Trade accounts receivable represent amounts billed but
uncollected on both completed and in-progress aircraft repair and maintenance
contracts as well as amounts billed but uncollected on parts shipped to
customers.

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.

Inventory:Inventories are stated at the lower of cost (first-in, first-out) or market.
Inventories include new, used parts and parts stripped from aircraft. These
inventory items are initially carried at original cost basis determined on the
pro-rata fair value of the individual parts based on market or catalog pricing.
Inventory items held for over one year are no longer classified as
inventory, non-current. All aircraft parts inventory are grouped as
Inventory, net of allowance for slow moving and obsolete inventory
and accounted under Current Assets category. This is based on
standard aviation industry practice of showing all aircraft parts under single
line item of inventory. Aircraft parts typically have more than one year of
life. Rotable parts have the same life as the aircraft. Repairable parts can be
repaired several times over the life of the aircraft and installed on the
aircraft. This is a reclassification to conform with what we now believe is more
appropriate. This change will not impact the current quarter results or past
results of the company. However in the future when the allowance for slow moving
and obsolete inventory is provided for, the allowance will be a considered as an
expense for the company.

The
Company reviews the market value of inventories whenever events and
circumstances indicate that the carrying value of inventories may not be
recoverable from the estimated future sales price less cost of disposal and
normal gross profit. In cases where the market values are less than the carrying
value, a write down is recognized equal to an amount by which the carrying value
exceeds the market value of inventories.

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 for MRO sales 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, or is cleared to depart,
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. Revenue from part sales is recognized when parts
are shipped. Revenues from time and material contracts and all other ancillary
services are recognized as the services are performed. Revenue from aircraft
sales is recognized when the customer accepts delivery of the aircraft and/or
when title is transferred.

Value
of Share-Based Payments: The value of stock issued as payment is determined
by the closing price of the Companys stock at measurement date. In
connection with the adoption of SFAS 123R, the company values options by
application of the Black Scholes Model.

Page 29



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ITEM 7A.   
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market  risk
refers to the potential losses arising from changes in interest rates,  foreign currency
fluctuations and exchange rates, equity prices and commodity  prices including the
correlation among these factors and their volatility. The  Company is primarily exposed
to interest rate risk. Though the Company sells to  foreign customers, primarily all
transactions are conducted and enumerated in  U.S. dollars. During 2006, the Company
formed a Mexican corporation, Hamilton  Aerospace Mexico SA de CV. Minimal supplies are
secured from local dealers using  foreign currency but all major revenue and expense
transactions are transacted  in U.S. dollars. The Company believes their exposure due to
foreign currency  exchange rate fluctuations is minimal.

Interest
Rate Risk

Changes  in
interest rates may result in changes in the fair market value of the  Companys
financial instruments, interest income and interest expense. The  Company does not have a
cash equivalent investment portfolio therefore, the  Companys financial instruments
that are exposed to interest rate risk  would be in the nature of longterm
borrowings. Our current borrowings are  in the nature of a Line of Credit that is due and
payable on or before October  31, 2007. This Line of Credit is discussed in detail above
under the heading  Liquidity. Management believes that a hypothetical 10%
movement in  interest rates would not have a material impact on the Companys future
earnings or cash flows.

ITEM 8.   
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The  financial
information required by Item 8 is included following Part IV of this  report.

Contractual
obligations at December 31, 2006 are present in the following table:

|                | Total | Less than 1year | 1 - 3 years | 3 - 5 years | More than 5years
|--------------- | ----- | --------------- | ----------- | ----------- | ----------------
|
|Short-term debt |       |                 |             |             |                 
|obligations     |       | 5,109,848       |             | 5,109,848   |                 
|                |       |                 |             |             |                 
|Capital lease   |       |                 |             |             |                 
|obligations     |       |                 |             |             |                 
|(present value) |       | 302,078         |             | 60,553      |                 
|                |       |                 |             |             |                 
|Operating lease |       |                 |             |             |                 
|obligations     |       | 330,018         |             | 170,564     |                 
|                |       |                 |             |             |                 
|Purchase        |       |                 |             |             |                 
|obligations     |       | 395,345         |             | 395,345     |                 
|                |       |                 |             |             |                 
|                |       |                 |             |             |                 
|Totals          |       | 6,125,013       |             | 5,732,657   |                 
|                |       |                 |             |             |                 

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

Effective
January 1, 2007, Epstein, Weber & Conover, PLC (Epstein Weber)  combined
its practice with Moss Adams LLP (Moss Adams) and therefore  resigned as the
independent registered public accounting firm for Global  Aircraft Solutions, Inc. (the
Company). According to information  provided to the Company, all of the
partners of Epstein Weber have become  partners of Moss Adams.

The  reports of
Epstein Weber on the Companys financial statements for the  fiscal year  ended
December 31, 2005 did not contain an adverse opinion or a  disclaimer of opinion  and
were not qualified or modified as to uncertainty,  audit scope or accounting  principles.
In connection with the audits of the  Companys financial statements for  the fiscal
year ended December 31, 2005,  and in the subsequent interim periods through  January 1,
2007, (1) there were no  disagreements with Epstein Weber on any matter of  accounting
principles or  practices, financial statement disclosure or auditing scope and  procedure
which,  if not resolved to the satisfaction of Epstein Weber, would have caused  Epstein
Weber to make reference to the matter in its report and (2) there were no  reportable
events as that term is defined in Item 304 of Regulation  S-K promulgated under the
Securities Exchange Act of 1934 (Item  304).

b)  Effective
January 19, 2007, the Company engaged Moss Adams to act as the  Companys principal
independent accountant. The Audit Committee of the  Board of Directors of the Company
approved the decision to engage Moss Adams.

During  the
fiscal year ended December 31, 2005, and during all subsequent periods  through January
19, 2007, the Company did not consult Moss Adams regarding the  application of accounting
principles to a specified transaction, either  completed or proposed, the type of audit
opinion that might be rendered on the  Companys financial statements or any matter
that was the subject of a  disagreement with its former accountants or a reportable event
as those terms  are defined in Item 304.

ITEM  9A.   
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 year ended  December
31, 2006 that has materially affected, or is reasonably likely to  materially affect, the
Companys internal control over financial reporting.

Management  and
Companys independent registered public accountants have determined a  material
weakness associated with its accounting for Jetglobal, LLC. The  material weakness  is
related to lack of sufficient control over the accounting  and financial reporting
relative to the equity accounting for it 30% owned  investee, Jetglobal, LLC. Management
of the Company has informed the Audit  Committee that it is in the process of changing
procedures to correct this  weakness. The Company is implementing a new procedure, which
gives the  Companys management full access to Jetglobals accounting records
and  transaction processing. The Company had previously had no access to financial data
of  this entity and did not receive data from the joint venture partner, which resulted
in a  lack of control to detect errors should they occur and untimely preparation of the
financial statements.

In
accordance with the new procedure, the management has prepared financial
reporting and accounting for Jetglobal. Our auditors Moss Adams, LP, have
reviewed these financial reports.

Additionally,
in connection with the remediation of this material weakness  Management has decided to
transfer the ownership interest in the LLC to BCI in  consideration for cash and assets
towards settlement. The parties are now  drafting language wherein BCI will pay the
Company cash plus transfer, free and  clear, ownership to the Company of enough aircraft
out of the Jetglobal assets  to settle in full all amounts due the Company for services
provided to BCI and  from the Companys ownership in Jetglobal. A final agreement
and settlement  has not been reached between the companies at this time.

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ITEM 9B.   
OTHER INFORMATION.

On March 13,
2007,  the Company announced that they have acquired a 20% ownership interest in, and
entered into an exclusive service  agreement with, Global Aircraft Leasing Partners  ("GALP").
Concurrently, the Company entered into a financial advisory services  agreement with B.
Riley & Co., Inc. ("B. Riley").

GALP  is a
start-up aircraft-leasing venture formed to acquire aircraft through a  combination of
debt and equity financing, and lease these commercial jet  aircraft to operators
throughout the world. GACF and GALP have entered into a  strategic alliance wherein
Global will acquire a 20% interest in GALP in  exchange for a capital contribution of
$20,000, together with infrastructure,  industry expertise, management assistance, and
other non-monetary contributions.  Global Aircraft will specifically not be required to
invest capital in aircraft  acquired by GALP. Other members of GALP will include equity
funding specialists  and aircraft leasing professionals. Global Aircraft and GALP have
also agreed  that Global will have first right of refusal for all aircraft maintenance,
aircraft parts and technical consulting requirements GALP may have as a result  of its
aircraft acquisition and leasing activities. Global expects that its  strategic
partnership with GALP will have a positive effect upon the volume of  its MRO and parts
sales businesses.

Additionally,
GALP has entered into an agreement with B. Riley wherein GALP will provide the  equity
portion for GALP aircraft acquisitions, while B. Riley will assist in  securing the debt
portion of the financing for those acquisitions. B. Riley has  also agreed to assist
Global in obtaining an expanded operating credit facility  as well as a $25,000,000
credit facility for Global to pursue its own aircraft  trading opportunities.

On  March 13,
2007 the Company also announced that Ian Herman would continue his  duties as Chairman of
the Company, while John Sawyer, President of Global, will  be assuming the title of CEO.
Mr. Herman advised the Company that he would be  devoting the majority of his time to the
development of the start-up aircraft  leasing company, Global Aircraft Leasing Partners,
LLC (GALP). The  Companys Board of Directors has ratified Mr. Sawyers
appointment as  CEO, the strategic alliance with GALP, and the engagement of B. Riley.

PART  III

ITEM 10.   
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Article IV of
the By-Laws of the Company provides that the Companys Board of Directors shall
consist of not  less than one (1) and not more than seven (7) Directors and that at least
one-fourth in the number of Directors  shall be elected annually. In accordance with this
allowance for staggered terms for Directors, the term of  service as a Board Member, as
voted on at the 2006 Annual Meeting, is staggered as follows:

|1) |  | Gordon
D. Hamilton was elected to serve a one (1) year term beginning May 2006, and is nominated for re-election.
|-- |  | -----------------------------------------------------------------------------------------------------------------

|2) |  | Alfredo
Mason was elected to serve a one (1) year term beginning May 2006, and is nominated for re-election.
|-- |  | ------------------------------------------------------------------------------------------------------------

|3) |  | John
B. Sawyer was elected to serve a two (2)  year term  beginning May 2006;
|-- |  | -----------------------------------------------------------------------------

|4) |  | Lawrence
Mulcahy was elected to serve a two (2) year term  beginning May 2006;
|-- |  | ------------------------------------------------------------------------------

|5) |  | Ian
Herman was elected to serve a three (3) year term  beginning  May 2006;
|-- |  | ---------------------------------------------------------------------------

|6) |  | Seymour
Siegel was elected to serve  a three (3) year term  beginning May 2006;
|-- |  | -------------------------------------------------------------------------------

|NAME                | AGE | POSITION | DATE FIRSTELECTED/APPOINTED | TERMEXPIRES          
|------------------- | --- | -------- | --------------------------- | ---------------------
|Ian Herman          |     | 60       |                             | Chairman/CEO/Director
|John Sawyer         |     | 41       |                             | President/director   
|Govindarajan Sankar |     | 47       |                             | CFO                  
|Gordon Hamilton     |     | 53       |                             | Director             
|Alfredo Mason       |     | 45       |                             | Director             
|Lawrence Mulcahy    |     | 57       |                             | Director             
|Seymour Siegel      |     | 64       |                             | Director             
|                    |     |          |                             |                      

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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 expiration of their term 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.

INDEPENDENCE
OF DIRECTORS

The
Board of Directors has adopted categorical Director Independence Standards to
assist the Board of Directors in determining the independence of each director.
To be considered independent, the Board of Directors must affirmatively
determine that the director has no material relationship with Global Aircraft
Solutions, Inc. (Global) or any of its wholly owned
subsidiaries, Hamilton Aerospace Technologies, Inc, (HAT), World Jet
Corporation (WJ) and Hamilton Aerospace S.A. de C.V
(HATSACV). In each case, the Board of Directors broadly considers
all relevant facts and circumstances, including the directors commercial,
industrial, banking, consulting, legal, accounting, charitable and familial
relationships, and such other criteria as the Board of Directors may determine
from time to time. While the company is listed on the OTCBB, the Board believes
that the definition of independence adopted by the NASDAQ Stock
Market (NASDAQ Stock Market Rule 4200) is the appropriate standard by which to
measure the independence of board members. The Director Independence Standards
is set forth below.

Definition
of Independence

The
Board of Directors of Global Aircraft Solutions, Inc. has adopted the following
Director Independence Standards to assist the Board in determining the
independence of a director. To be considered independent, the Board
must affirmatively determine that the director has no material relationship with
the Company. In each case, the Board shall broadly consider all relevant facts
and circumstances, including the directors commercial, industrial,
banking, consulting, legal, accounting, charitable and familial relationships.
The Board shall also consider such other criteria as the Board may determine
from time to time.

1) In
no event will a director be considered independent if such director
fails to qualify as an independent director under Rule 4200 of
NASDAQ. In addition, a director will not be independent if, within the preceding
three years: (i) the director was employed by the Company; (ii) an
immediate family member of the director was employed by the Company;
(iii) the director receives, or an immediate family member receives, more
than $60,000 per year in direct compensation from the Company, other than
director and committee fees and pension or other forms of deferred compensation
for prior service (provided such compensation is not contingent in any way on
continued service); (iv) the director was employed by or affiliated with
the Companys independent auditor; (v) an immediate family member of
the director was employed as a partner, principal or manager, or employed in any
other professional capacity, by the Companys independent auditor; or
(vi) a Company executive officer served on the compensation committee of a
company which employed the director, or which employed an immediate family
member of the director, as an executive officer.

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2) In
addition to the relationships described in paragraph 1, audit committee members
may not (i) directly or indirectly accept any consulting, advisory or other
compensatory fee from the Company or any of its subsidiaries or (ii) be an
affiliated person of the Company or any of its subsidiaries. Audit committee
members may receive directors fees, in the form of cash, stock, stock
units, stock options or other consideration ordinarily available to directors,
as well as regular benefits that other directors receive.

3) The
following commercial and charitable relationships will not be considered to be
material relationships that would impair a directors independence:
(i) if a Company director is an executive officer or employee of another
company that, during any of the past three years, made payments to, or receives
payments from, the Company for property or services in an amount which, in any
single fiscal year, is less than $1 million or two percent, whichever is
greater, of such other companys annual consolidated gross revenues;
(ii) if an immediate family member of a Company director is an executive
officer of another company that, during any of the past three years, made
payments to, or receives payments from, the Company for property or services in
an amount which, in any single fiscal year, is less than $1 million or two
percent, whichever is greater, of such other companys annual consolidated
gross revenues; (iii) if a Company director, or an immediate family member
of such director, is an executive officer of another company which is indebted
to the Company in an amount which is less than five percent of such other
companys total consolidated assets; and (iv) if a Company director,
or an immediate family member of such director, serves as an officer, director
or trustee of a foundation, university, charitable or other not for profit
organization, and the Companys, or the Companys Foundations
discretionary charitable contributions (the Companys Foundation matching
of employee charitable contributions will not be included in the amount of the
Foundations contributions for this purpose) to the organization, in the
aggregate, are less than $200,000 or five percent, whichever is greater, of that
organizations latest publicly available annual consolidated gross
revenues.

4) For
relationships not covered by the categorical standards in paragraphs 1 and 3,
the determination of whether the relationship is material or not, and therefore
whether the director would be independent or not, shall be made by the directors
who satisfy the standards set forth in paragraphs 1 and 3. The Company will
explain in the next proxy statement the basis for any board determination that a
relationship is immaterial despite the fact that it does not meet the
categorical standards set forth in paragraphs 1 and/or 3 above.

The
Board shall undertake an annual review of the independence of all directors. In
advance of the meeting at which this review occurs, each director shall be asked
to provide the Board with full information regarding the directors
(including immediate family members) business, charitable and other
relationships with the Company to enable the Board to evaluate the
directors independence.

Directors
have an affirmative obligation to inform the Board of any material changes in
their circumstances or relationships that may impact their designation by the
Board as independent. This obligation includes all business,
charitable and other relationships between directors (including immediate family
members) and the Company and its affiliates.

For
purposes of these Director Independence Standards, immediate family
member includes a persons spouse, parents, children, siblings,
mothers and fathers-in-law, sons and daughters-in-law, brothers and
sisters-in-law, and anyone (other than domestic employees) who shares such
persons home.

Application
of Independence Standards

During
the Board of Directors annual review of director independence, the Board
of Directors considers transactions, relationships and arrangements between each
director or an immediate family member of the director and Global, HAT, WJ and
HATSACV. The Board of Directors also considers transactions, relationships and
arrangements between each director or an immediate family member of the director
and either Global, HAT, WJ and HATSACV senior management.

Early this
year, the Board of Directors performed its annual director independence review for 2007.
As part of this review, the Board  of Directors considered transactions, relationships,
and  arrangements between each director or immediate family member of each director of
either Global,  HAT, World Jet or HAT S.A. de C.V. senior management.

As a result of
this review, the Board of Directors determined that 4 of our 6 current directors and
director nominees are independent, and  all members of the Audit Committee, the
Compensation and the Nominating and Corporate Governance Committee are independent. The
Board of  Directors determined that Mr. Siegel, Mr. Mulcahy, Mr. Mason and Mr. Hamilton
meet these standards and are independent. Mr. Herman and Mr.  Sawyer are not considered
to be independent because of their positions as Chairman and Chief Executive Officer of
Global and President of  Global respectively. Mr. Mason is not considered independent
because Mr. Mason is a principal in a company providing insurance for Global.

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CORPORATE
GOVERNANCE

We
have a long history of good corporate governance practices that has greatly
aided our long-term success. The Board of Directors and management have
recognized for many years the need for sound corporate governance practices in
fulfilling their respective duties and responsibilities to shareholders.

Corporate
Governance Guidelines.The Board of Directors has adopted Corporate Governance
Guidelines, which provide the framework for the governance of our company. The
Board of Directors reviews our Corporate Governance Guidelines at least
annually. From time to time, the Board of Directors may revise our Corporate
Governance Guidelines to reflect new regulatory requirements and evolving
corporate governance practices.

Business
Ethics Policy. We have operated under a Business Ethics Policy for many years
and are committed to conducting business in an ethical and legal manner  throughout the
world. Our Business Ethics Policy applies to all of our  directors, officers and
employees and outlines the broad principles of ethical  and legal conduct embraced by
Global and its subsidiaries to guide our  business related conduct. Under our
Business Ethics Policy, any director, officer or  employee who reasonably believes or
suspects that Global or any of its  subsidiaries or any director, officer or
employee has or is engaging in improper or  illegal activities, fraud or activities that
appear to be inconsistent with or  in violation of the Business Ethics Policy is
responsible for reporting such  activities. We do not permit retaliation of any kind
against any person who, in  good faith, reports any known or suspected improper
activities pursuant to the  Business Ethics Policy.

Our  Business
Ethics Policy and Code of Ethics include additional ethical obligations for our senior
financial management (which includes our chief executive officer, our chief  financial
officer, and the principal financial and accounting personnel in our  operating groups
and corporate departments). Our senior financial management is  responsible for creating
and maintaining a culture of high ethical standards  throughout our company to ensure the
fair and timely reporting of our financial  results and financial condition.

Communications
with Directors.The Board of Directors has adopted a process by which
shareholders and other interested parties may communicate with the non-management
directors or the chairperson of any of the committees of the Board of Directors by
e-mail or regular mail. You may send communications by e-mail to dhamilton@hamaerotech.com. You may also send communications by regular mail to the
attention of the Chairperson, Audit Committee; Chairperson, Compensation Committee; or
Chairperson, Nominating and Corporate Governance Committee; or to the non-management
directors as a group to the Non-Management Directors, each c/o Corporate Secretary,
Global Aircraft Solutions, Inc., 6901 S. Park Ave., Tucson, AZ 85706.

Globals
management will review all communications received to determine whether the
communication requires immediate action. Management will pass on all
communications received, or a summary of such communications, to the appropriate
director or directors.

Complaint
Procedures for Accounting, Auditing and Financial Related Matters.The Audit
Committee has established procedures for receiving, retaining and treating
complaints from any source regarding accounting, internal accounting controls
and auditing matters. The Audit Committee has also established procedures for
the confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters. Interested parties may communicate
such complaints by following the procedures described under the heading
Communications with Directors, above. Employees may report such
complaints by following the procedures outlined in the Business Ethics Policy or
the companys Whistleblower Policy. We do not permit any retaliation of any
kind against any person who, in good faith, submits a complaint or concern under
these procedures.

Independence
of Directors. Under our Director Independence Standards as set forth above, 4 of
our  current 6 directors are independent and both of our two director  nominees are
independent. In addition, all members of the Audit Committee, the  Compensation
Committee, and the Nominating and Corporate Governance Committee are  independent.

Majority
Voting Policy.The Board of Directors has adopted a Majority Voting Policy. Any
nominee for director in an uncontested election who receives a greater number of
withheld votes than for votes shall promptly tender his
or her resignation. The Nominating and Corporate Governance Committee will
promptly consider the tendered resignation and will recommend to the Board of
Directors whether to accept the tendered resignation or to take some other
action, such as rejecting the tendered resignation and addressing the apparent
underlying causes of the withheld votes.

In
making this recommendation, the Committee will consider all factors deemed
relevant by its members. These factors may include the underlying reasons why
shareholders withheld votes for election from such director (if
ascertainable), the length of service and qualifications of the director whose
resignation has been tendered, the directors contributions to Global,
whether by accepting such resignation Global will no longer be in compliance
with any applicable law, rule, regulation or governing document, and whether or
not accepting the resignation is in the best interests of Global and our
shareholders.

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In
considering the Committees recommendation, the Board of Directors will
consider the factors considered by the Committee and such additional information
and factors that the Board of Directors believes to be relevant. We will
promptly publicly disclose the Board of Directors decision and process in
a periodic or current report filed with the SEC.

Executive
Sessions.The non-management members of the Board of Directors meet at least
three times each year in regularly scheduled executive sessions. Additional
executive sessions may be scheduled by the non-management directors. The
chairpersons of the Audit Committee, the Compensation Committee, and the
Nominating and Corporate Governance Committee rotate presiding over these
sessions.

Annual Board
Self-Assessments.The Board of Directors has instituted annual self-assessments of the
Board of Directors, as well as the Audit Committee, the Compensation and the Nominating
and Corporate Governance Committee, to assist in determining whether the Board of
Directors and its committees are functioning effectively. In early 2007, the Board and
each of its committees completed self-evaluations and reviewed and discussed the
results. The Nominating and Corporate Governance Committee oversees this evaluation
process.

Board
Committee Charters.The Board of Directors has adopted written charters for the
Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee. Each committee reviews and evaluates the adequacy of its
charter at least annually and recommends any proposed changes to the Board of
Directors for approval.

Availability
of  Corporate Governance Materials. You may access all committee charters, our
Articles of  Incorporation and By-Laws, our Director Independence Standards, our Business
Ethics Policy,  our Majority Voting Policy and other corporate governance materials in
the Corporate  Governance section  of our website at http://www.globalaircraftsolutions.com/.
You also may receive copies without charge by writing to us at: Global Aircraft
Solutions, Inc., 6901 S. Park Ave., Tucson, AZ 85706 Attention: Investor Relations.

BOARD
MEETINGS AND COMMITTEE MEMBERSHIP

The
Board of Directors held four meetings during 2006. Each director attended at
least 75% of the meetings of the Board of Directors and committees on which he
or she served. Each director is expected to attend, absent unusual
circumstances, all annual and special meetings of shareholders. All directors
attended the 2006 Annual Meeting of Shareholders.

The  Board of
Directors has established an Audit Committee, a Compensation Committee,  and a Nominating
and Corporate Governance Committee. The Board of Directors has  adopted a written charter
for each of these committees. You can find a complete  copy of each committee charter in
the Corporate Governance of our website at
http://www.globalaircraftsolutions.com/. The following table sets forth the  current
membership of these committees.

|Name             | Audit | Compensation | Nominating &Corporate Governance
|---------------- | ----- | ------------ | --------------------------------
|Seymour Siegel   |       | X (Chair)    |                                 
|                 |       |              |                                 
|Lawrence Mulcahy |       | X            |                                 
|                 |       |              |                                 
|Gordon Hamilton  |       | X            |                                 
|                 |       |              |                                 

Audit
Committee.The purpose of the Audit Committee is to assist the Board of
Directors in fulfilling the Board of Directors oversight responsibilities
on matters relating to:

|o |  | the
integrity of our financial statements;
|- |  | ------------------------------------------

|o |  | the
independent registered public accounting firms qualifications and independence;
|- |  | ------------------------------------------------------------------------------------

|o |  | the
performance of our internal audit function and independent registered public  accounting
firm;
|- |  | --------------------------------------------------------------------------------------------------

|o |  | our
compliance with legal and regulatory requirements;
|- |  | ------------------------------------------------------

|o |  | preparing
the report required by the rules of the SEC to be included in our  annual proxy
statement; and
|- |  | --------------------------------------------------------------------------------------------------------

|o |  | engaging
in such other matters as may from time to  time be specifically delegated to the
Committee by the Board of Directors.
|- |  | ------------------------------------------------------------------------------------------------------------------------------

The
Audit Committee met four times during 2006. Each member of the Committee is
independent as defined in the corporate governance listing standards of NASDAQ
and our Director Independence Standards. The Board of Directors has determined
that Mr. Siegel is an audit committee financial expert, as that term
is defined by SEC regulations.

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Compensation
and Management Development Committee.The purpose of the Compensation and Committee
is to assist the Board of Directors in fulfilling the Board of Directors oversight
responsibilities on matters relating to:

|o |  | compensating
our management, which includes our executive officers;
|- |  | -------------------------------------------------------------------

|o |  | overseeing
our management succession planning;
|- |  | ----------------------------------------------

|o |  | producing
a compensation committee report  required by the rules of the SEC to be included in our
annual proxy statement;  and
|- |  | ------------------------------------------------------------------------------------------------------------------------------

|o |  | engaging
in such other matters as may from time to time be specifically  delegated to the
Committee by the Board of Directors.
|- |  | ------------------------------------------------------------------------------------------------------------------------------

The
Compensation Committee met four times during 2006. Each member of the Committee
is independent as defined in the corporate governance listing standards of
NASDAQ and our Director Independence Standards.

Process
for Determining Director and Executive Compensation. The Committee reports to
the Board of Directors on all compensation matters regarding our directors,
executive officers and other key salaried employees. The Committee annually
reviews and approves the compensation for our directors, executive officers and
other key salaried employees. The Committee does not generally delegate any of
its authority to other persons, although it has the power to delegate authority
to subcommittees. The Committee relies upon our executive officers and other
employees in order to assist the Committee in performing its duties.

As
explained in more detail under the heading Compensation Discussion and
Analysis, we generally want to pay our executive officers compensation
that is competitive in the marketplace. Likewise, we also want to pay our
directors competitive compensation. Our Director of Human Resources and his
staff usually work directly with the Compensation Committee to compile the
market compensation information. We use that information as a starting point to
set compensation levels for our directors and executive officers.

The
Committee relies upon our Director of Human Resources and his staff for input in
setting director and executive officer compensation levels. Our Director of
Human Resources may also make recommendations to the Committee for director
compensation. With regard to executive officer compensation, management
generally makes recommendations to the Committee and plays a more active role in
the compensation setting process, including the evaluation of executive officer
performance and making recommendations with regard to salary levels, annual cash
incentive compensation, long-term annual compensation awards (restricted stock
and stock options) and other employee benefits.

Prior
to providing recommendations to the Committee at its formal meetings, our
Director of Human Resources generally will meet with our Chief Executive Officer
to review the recommendations, except for recommendations concerning our Chief
Executive Officers compensation. Our Chief Executive Officer and our
Director of Human Resources also will meet with the Chair of the Committee prior
to Committee meetings to review the agenda for the meeting and the compensation
recommendations. Our Chief Executive Officer and our Director of Human Resources
generally attend all Committee meetings. Our Director of Human Resources serves
as secretary for the Committee at its meetings. Our Chief Executive Officer is
excused from that part of the meeting during which the Committee discusses his
annual performance evaluation and compensation.

Nominating and
Corporate Governance Committee.The purpose of the Nominating and Corporate
Governance Committee is to assist the Board of Directors in fulfilling the Board of
Directors oversight responsibilities on matters relating to:

|o |  | identifying
individuals qualified to become members of the Board of Directors;
|- |  | ------------------------------------------------------------------------------

|o |  | recommending
to the Board of Directors the director nominees for election as  directors;
|- |  | ----------------------------------------------------------------------------------------

|o |  | recommending
to the Board of Directors the director nominees for  each committee of the Board of
Directors;
|- |  | -----------------------------------------------------------------------------------------------------------

|o |  | reviewing,
developing and  recommending to the Board of Directors a set of corporate governance
guidelines;
|- |  | -----------------------------------------------------------------------------------------------------------

|o |  | guiding
the Board of Directors in its annual evaluation of the Board of  Directors performance;
and
|- |  | ----------------------------------------------------------------------------------------------------

|o |  | engaging
in such other matters as may from  time to time be specifically delegated to the
Committee by the Board of  Directors.
|- |  | -------------------------------------------------------------------------------------------------------------------------------

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The
Nominating and Corporate Governance Committee met two times in 2006. Each member
of the Committee is independent as defined in the corporate governance listing
standards of NASDAQ and our Director Independence Standards.

Director
Qualifications.The Committee seeks a diverse group of candidates who possess
the appropriate characteristics, skills, experience and time to make a
significant contribution to the Board of Directors, Global and our shareholders.
Each candidate will be evaluated in the context of the Board of Directors as a
whole, with the objective that the Board of Directors can best perpetuate
Globals success and represent shareholders interests through the
exercise of sound business judgment using the directors diversity of
experiences. Each candidate shall have the highest personal and professional
character and integrity, and shall have demonstrated exceptional ability and
judgment in their respective endeavors. Candidates must possess sufficient time
to effectively carry out their duties and responsibilities.

In  considering
the composition of the Board of Directors as a whole, the Board of  Directors considers
the following skills and experiences of each individual  candidate

|o |  | Management;
|- |  | -----------

|o |  | Financial
Expertise;
|- |  | --------------------

|o |  | Marketing,
Sales; and
|- |  | ---------------------

|o |  | Aviation
Experience
|- |  | -------------------

In
addition, the Board of Directors considers such other skills and experiences as
it deems appropriate given the then-current needs of the Board of Directors and
Global.

The
Committee may employ professional search firms (for which it would pay a fee) to
assist it in identifying potential members of the Board of Directors with the
desired skills and disciplines.

Consideration
of Candidates Recommended by Shareholders. The Committees policy with respect
to  the consideration of director candidates recommended by shareholders is that the
Committee will consider such candidates on the same basis and in the same manner as it
considers all director candidates. Recommendations are required to include information
about the background and qualifications of the candidate. You may find a description of
these requirements in the Corporate Governance section of our website at www.globalaircraftsolutions.com.
Shareholders may  submit recommendations, along with proof of shareholder status, in
writing to  Chairperson, Nominating and Corporate Governance Committee, c/o Corporate
Secretary,  Global Aircraft Solutions, Inc., 6901 S. Park Ave., Tucson, AZ 85706.

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. As of June 1, 2006, Mr. Herman
resigned from his position as CFO when the Company hired Mr. Sankar to assume this
position. From June 1, 2006 through the present Mr. Herman has served  as CEO and
Chairman of the Company. 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 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.

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Govindarajan
Sankar: Chief Financial Officer. Mr. Sankar was hired as CFO for the Company as of
June, 2006 and  serves in that capacity through the present.  Mr. Sankar has fifteen
years of aviation related  experience, including approximately seven years as an
accounting manager and controller  at a USAir Group Subsidiary (1989 to 1995), and
approximately eight years as Director of  Airline Finance at DHL Airways (1995 to 2003).
He also served as CFO for First Student,  second largest school transportation
company.(2003-2005). He has a MBA from Wright  State University, Dayton, OH.

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.

Seymour Siegel:
Director. Mr. Siegel is a principal in the business consulting group of Rothstein,
Kass & Company, P.C. Rothstein, Kass & Company is a national firm of accountants and
consultants with over 800 members and offices in 8 cities. Mr. Siegel was managing
partner and founder of Siegel Rich and Co., P.C., which merged into Weiser & Co., LLP,
a large regional firm where he was a senior partner until forming Siegel Rich Inc. in
1994, which in April 2000, became a division of Rothstein Kass. Mr. Siegel is also
currently the Chairman of the Audit Committee of Hauppauge Digital, Inc., Emerging
Vision, Inc., and Gales Industries, Inc.

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 20 years history in accounting,
fiscal planning and budgetary operations, as well as 5 years public accounting
experience.

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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, 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:

Philip S.
Watkins, Chief Operating Officer. 22 years in the Aviation industry, Phil joined the
Hamilton repair organization in 2000 as the Director of Maintenance and advanced to Vice
President of Operations. Joined World Jet in Sept 2006. Prior positions with TIMCO,
WVAC, Lockheed, Kaman Aerospace, & US Navy.

Tina Longo,Vice
President of Outside Sales & Purchasing. Native Tucsonan, 30 years in the
Aviation  Parts industry, 15 years with the Hamilton repair station organization as
Director of  purchasing/materials. Prior positions with Lockheed Aerospace, Intertech
Aviation,  Dynair Corp, and Gates LearJet.

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

We have adopted
a Code of Ethics and Business Ethics Policy, which apply to all of our directors,
officers and employees. Our Business Ethics Policy includes additional ethical
obligations for our senior financial management (which includes our chief executive
officer, our chief financial officer, and the controller, treasurer and principal
financial and accounting personnel in our operating groups and corporate departments).
Our Business Ethics Policy is available in the Corporate Governance section
of our website at www.globalaircraftsolutions.com and our Code of Ethics is available atwww.hamaerotech.com.

Audit
Committee and Financial Expert

Our  board of
directors has determined that Seymour Siegel is an audit  committee financial expert as
that term is defined by SEC Regulations. We  have separately designated a standing audit
committee. Gordon Hamilton, Lawrence  Mulcahy and Seymour Siegel are independent
directors as that term is defined by our Director  Independence Standards and are members
of our audit committee.

ITEM 11.   
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
DISCUSSION AND ANALYSIS

Objectives.We design our compensation programs to maintain a performance and achievement-oriented
environment throughout our company. We also design our compensation programs to attract,
hire, retain and motivate talented and skilled individuals at all levels of our company.
We have designed our executive compensation program with these same goals in mind.

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Generally,
we want to pay our executives compensation that is competitive in the  marketplace. We
review the median compensation paid to executives at other  comparable aviation
companies. We use this information as a starting point to  set compensation levels for
our executives. When setting compensation levels, we  also take into account other
factors such as the level of responsibility of the  executive, the performance of the
executive, the experience and tenure of the  executive, the compensation of the executive
compared to the compensation of  other key salaried employees, and the performance of our
company and our  business units. In order to build a viable and commercially competitive
company,  our executive officers have historically agreed to accept less than the market
rate for executives at similar companies.

Since
our stock is traded on the OTCBB, which does not define director independence nor
provide for corporate governance standards, the Company has elected to adopt
corporate governance and independence standards in accordance with the standards
promulgated by NASDAQ

The
Compensation Committee.The Compensation Committee assists our Board of Directors in
fulfilling our Boards oversight responsibilities to administer our executive
compensation program and each member of the Committee is independent as defined in the
corporate governance listing standards of the NASDAQ and our director independence
standards.

The
Committee reports to the Board of Directors on all compensation matters  regarding our
executives and other key salaried employees. The Committee  annually reviews and approves
the compensation (including annual base salary,  annual cash incentive compensation,
long-term incentive compensation and other  employee benefits) for our executives and
other key salaried employees. You may  learn more about the Committees
responsibilities by reading the  Committees Charter, which is available in the
Corporate  Governance section of  our  website at
www.globalaircraftsolutions.com.

Components
of Compensation.The major components of our executive compensation program are the
following:

|o |  | Competitive
base salaries which reflect, in part, individual performance;
|- |  | -------------------------------------------------------------------------

|o |  | Additional
annual cash incentive compensation based on the achievement of financial and  other
performance goals;
|- |  | -----------------------------------------------------------------------------------------------------------------

|o |  | Stock-based
incentive compensation through the granting of stock options and  performance-based
restricted and S-8 stock; and
|- |  | -----------------------------------------------------------------------------------------------------------------------------

|o |  | Other
employee benefits, including perquisites.
|- |  | -----------------------------------------------

The
2006 Summary Compensation Table sets forth amounts for these components that  we paid to
our Chairman and Chief Executive Officer, our President, our Chief  Financial Officer and
our three other highest paid executives for 2006. We refer  to these executives as our
named executives.

We
compensate our executives principally by using a combination of short-term
compensation (salary and annual cash incentive compensation) and long-term
compensation (stock options, restricted stock and S-8 Stock). We determine the
mix of short-term and long-term compensation by using market compensation
information. Accordingly, we do not have a specific policy for the allocation of
compensation between short-term and long-term compensation or cash and equity
compensation. We tie our annual cash incentive compensation and long-term
incentive compensation to the achievement of performance goals or to the value
of our common stock. We believe it is important that a portion of our
executives incentive compensation is dependent upon the price of our
common stock in order to align the interests of our executives with the
interests of our shareholders. However, since the price of our common stock is
subject to some factors outside of the control of our company and our
executives, we believe it is also important that a portion of an
executives incentive compensation be tied to performance goals relating to
the operations of our company. We select performance goals that we believe help
to drive our business and create value for our shareholders.

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Our
Starting Point.We offer our executives annual base salaries, annual cash
incentive compensation, long-term incentive compensation and other employee
benefits that are intended to be competitive with those offered at similar
aviation repair, maintenance, modification and sales companies. We review
compensation paid at these companies because their business activities make them
most comparable to us. Most of our direct competitors are larger companies, so
we use their executive compensation figures as a starting point and then adjust
downward for size. We also believe these companies likely compete with us for
executive talent. These companies change from time to time. We may also use
general compensation surveys sponsored by nationally recognized compensation
consulting firms to assist us in making compensation decisions.

These
peer companies included:

AAR

TIMCO

Tramco

In January
2007, we increased Mr. Sawyers base salary to $340,000.00.  Prior to setting Mr.
Sawyers new compensation, we compiled  additional market compensation information
for presidents of similarly situated companies. We discovered that the median amount of
salary, annual cash incentive compensation, long-term incentive compensation and total
direct compensation paid to presidents at:  (a) the peer companies was in excess of
$1,000,000. Using this information, we established an appropriate compensation package
for Mr.  Sawyer

Use
of Total Compensation Evaluations.When approving changes in compensation for our named
executives, we also prepare Total Compensation Evaluations for each executive. These
Evaluations set forth the dollar amounts of all components of each named executives
current compensation, including salary, annual cash incentive compensation, long-term
incentive compensation, retirement and savings programs, health and welfare programs and
other executive benefits, including perquisites. These Evaluations allow the Committee
and management to review how a change in the amount of each compensation component
affects each named executives total compensation and to review each named
executives total compensation in the aggregate. Based upon the review of the
Evaluations, the Committee determined the total compensation, in the aggregate, for our
named executives to be reasonable and not excessive.

Base
Salary. We pay salaries to our employees to provide them with a base compensation
for  the day-to-day performance of their job responsibilities. We assign pay grades to
salaried positions at our company. Each pay grade has a salary range. When assigning a
pay grade for an executive position, we review the salary range against size-adjusted
median base salaries at the peer companies based upon the position and level of
responsibility.  The Committee  reviews salary grades for our executives annually and
makes adjustments to these grades  as deemed necessary or appropriate to maintain
competitiveness. Once we determine a  range, we set salary levels within the range based
upon other factors, including the  executives performance, experience and tenure in
his particular position.

Annual
salary increases are based on the overall annual salary budget guidelines  for our
company and an evaluation of the executives performance. As part  of our annual
budget process, we review our overall salary structure to ensure  that it remains
competitive. Each executive undergoes a performance review. The  executives
performance for the prior year is reviewed by his direct  supervisor or, with respect to
the performance of the Chairman and Chief  Executive Officer, the President and Chief
Financial Officer by the Committee.  The Committee reviews and approves the base salary
of each executive annually  and at other times in connection with any promotion or other
change in  responsibility.

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SUMMARY
COMPENSATION TABLE

|Name andPrincipalPosition | Year | Salary$ | Bonus$ | StockAwards$ | OptionAwards$ | Non-equityIncentivePlanCompensation$ | Change inPensionValue andNon-qualifiedDeferredCompensationEarnings$ | All OtherCompensation$ | Total $
|------------------------- | ---- | ------- | ------ | ------------ | ------------- | ------------------------------------ | ------------------------------------------------------------------- | ---------------------- | -------
|Ian Herman,               |      | 2006    |        | 150,967      |               | 40,000                               |                                                                     |                        |        
|Chairman & CEO            |      |         |        |              |               |                                      |                                                                     |                        |        
|                          |      |         |        |              |               |                                      |                                                                     |                        |        
|Govindarajan              |      | 2006    |        | 84,523       |               | 20,000                               |                                                                     | 59,375                 |        
|Sankar, CFO*              |      |         |        |              |               |                                      |                                                                     |                        |        
|                          |      |         |        |              |               |                                      |                                                                     |                        |        
|John B Sawyer,            |      | 2006    |        | 237,500      |               | 80,000                               |                                                                     |                        |        
|President & COO           |      |         |        |              |               |                                      |                                                                     |                        |        
|                          |      |         |        |              |               |                                      |                                                                     |                        |        
|Phil Watkins              |      | 2006    |        | 117,731      |               | 10,000                               |                                                                     | 24,000                 |        
|COO @ World Jet           |      |         |        |              |               |                                      |                                                                     |                        |        
|                          |      |         |        |              |               |                                      |                                                                     |                        |        
|Alan Abate, Sr. VP        |      | 2006    |        | 124,077      |               | 12,500                               |                                                                     |                        |        
|Administration            |      |         |        |              |               |                                      |                                                                     |                        |        
|@ HAT                     |      |         |        |              |               |                                      |                                                                     |                        |        
|                          |      |         |        |              |               |                                      |                                                                     |                        |        
|David Querio,             |      | 2006    |        | 117,653      |               | 12,500                               |                                                                     |                        |        
|COO Maintenance           |      |         |        |              |               |                                      |                                                                     |                        |        
|@ HAT                     |      |         |        |              |               |                                      |                                                                     |                        |        
|                          |      |         |        |              |               |                                      |                                                                     |                        |        

*Assumed
position June 1, 2006, annual salary $150,000. (Prior to Mr. Sankar, Ian Herman served
jointly as CEO and CFO).

OPTION/SAR
GRANTS IN LAST FISCAL YEAR

Individual
Grants

|(a)              | (b) | (c)    | (d) | (e) 
|---------------- | --- | ------ | --- | ----
|
|Seymour Siegel   |     | 10,000 |     | 33.3
|                 |     |        |     |     
|Alfredo Mason    |     | 10,000 |     | 33.3
|                 |     |        |     |     
|Lawrence Mulcahy |     | 10,000 |     | 33.3
|                 |     |        |     |     

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

|(a)              | (b) | (c)  | (d) | (e)
|---------------- | --- | ---- | --- | ---
|
|Ian Herman       |     | None |     | N/A
|John B. Sawyer   |     | None |     | N/A
|Seymour Siegel   |     | None |     | N/A
|Alfredo Mason    |     | None |     | N/A
|Lawrence Mulcahy |     | None |     | N/A
|                 |     |      |     |    
|                 |     |      |     |    

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 however, under our by-laws the directors are
empowered to issue options and shares under the 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 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
1,035,000 shares of Global common stock have been granted under the 2002 CSO
Plan Options to purchase 930,000 shares were outstanding at December 31, 2006.

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 however, under our by-laws the directors are
empowered to issue options and shares under the 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. 4,657,000 shares of Common Stock
available under the ESC Plan have been awarded and 4,657,500 shares had been
issued at December 31, 2006.

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Compensation
of Directors

On
March 27, 2006, the Compensation Committee agreed that as of the next
ratification of the Board of Directors of the shareholders all outside directors
shall receive uniform compensation. All outside directors shall receive a
one-time award of 10,000 shares plus options for 10,000 shares upon their
election. Thereafter, each shall receive an additional award of 10,000 shares
plus options for 10,000 shares upon successful completion of each year of
service. In addition to the award shares each member shall receive an annual
retainer of $20,000. Each Audit Committee member shall receive an additional
annual retainer of $6,000, while each Compensation Committee member shall
receive an additional annual retainer of $4,000. All Board members shall be paid
a fee of $1,000 for each scheduled meeting attended. Audit committee members
will be paid a fee of $1,000 for each scheduled Audit Committee meeting
attended. Compensation Committee members shall be paid a fee of $500 for each
scheduled Compensation Committee meeting attended.

ITEM 12.   
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

The
following table sets forth, as of March 23, 2007 , 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 OFBENEFICIAL OWNER  | AMOUNT OF COMMONSTOCK OWNEDBENEFICIALLY |           | PERCENT OFCOMMON STOCKOUTSTANDING (1)
|------------------------------------ | --------------------------------------- | --------- | -------------------------------------
|Ian M. Herman                        |                                         | 2,446,834 |                                      
|John B. Sawyer                       |                                         | 2,366,666 |                                      
|Lawrence Mulcahy                     |                                         | 130,000   |                                      
|Alfredo Mason                        |                                         | 120,000   |                                      
|Govindarajan Sankar                  |                                         | 62,500    |                                      
|Seymour Siegel                       |                                         | 30,000    |                                      
|All Directors and Executive Officers |                                         |           |                                      
|as a Group                           |                                         |           |                                      
|                                     |                                         |           |                                      

* Represents an
individual as the  beneficial owner of less than 1% of the  outstanding common stock

|                                   |  |           | 
|---------------------------------- |  | --------- | 
|Barron Partners                    |  | 7,200,000 | 
|730 Fifth Ave                      |  |           | 
|9th Floor                          |  |           | 
|New York, NY 10019                 |  |           | 
|                                   |  |           | 
|Ewing & Partners                   |  | 5,675,000 | 
|4514 Cole Ave                      |  |           | 
|Suite 808                          |  |           | 
|Dallas, Tx75205                    |  |           | 
|                                   |  |           | 
|Contrarian Capital Management, LLC |  | 4,000,000 | 
|411 West Putnam Ave                |  |           | 
|Suit 225                           |  |           | 
|Greenwich, CT 06830                |  |           | 
|                                   |  |           | 
|Delta Offshore                     |  | 3,000,000 | 
|900 Third Ave                      |  |           | 
|5th Floor                          |  |           | 
|New York, NY 10022                 |  |           | 
|                                   |  |           | 
|Silverpoint                        |  | 2,000,000 | 
|Two Greenwich Plaza                |  |           | 
|1st Floor                          |  |           | 
|Greenwich, CT 06830                |  |           | 
|                                   |  |           | 

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---

|1 |  | Percent
of common stock is based on 39,636,301 shares of common stock issued and  outstanding on
March 23, 2007 with beneficial ownership being determined in  accordance with the rules
of the SEC and including voting or investment power  with respect to securities.
Securities beneficially owned by a  person may include securities owned by or
for, among others, the spouse,  children or certain other relatives residing with such
person as well as other  securities as to which the person has or shares voting or
investment power or  has the option or right to acquire within 60 days of March 23, 2007.
Percent of  class Owned is based on the 39,636,301 shares of common stock issued and
outstanding on March 23, 2007 plus any shares that may be acquired by that individual
stockholder  as a result of the exercise of existing options or warrants within  60 days
after March  23, 2007.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 |  | Consists
of 133,334 shares of common stock issuable to Mr. Herman upon the  exercise of options
granted. Based on the December 31, 2006 Schedule 13G filed by Rochdale Investment
Management, LLC, all shares of  common stock, exclusive of the 133,334 shares underlying
an option, are held in trust by Rochdale Investment  Management, LLC as the trustee for
the Herman Family Trust. Of the total shares, Rochdale Investment Management Group has
sole voting and dispositive  power over 2,313,500 shares.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3 |  | Consists
of 766,666 shares of common stock issuable to Mr. Sawyer upon the  exercise of options
granted
|- |  | -------------------------------------------------------------------------------------------------------

|4 |  | 100,000
shares issued, as per agreement, in return for two years service  on the Board.
Additional 10,000 shares issued, plus 10,000 shares of common  stock issuable to Mr.
Mulcahy upon exercise of options granted
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5 |  | 100,000
shares issued, as per agreement, in return for two years service  on the Board.
Additional 10,000 shares issued, plus 10,000 shares of shares of  common stock issuable
to Mr. Mason upon exercise of options granted
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6 |  | 10,000
shares issued and 20,000 shares of common stock issuable upon exercise of  options granted
|- |  | -------------------------------------------------------------------------------------------------

|7 |  | 62,500
shares of common stock issued per employment agreement revised December  5, 2006.
|- |  | ----------------------------------------------------------------------------------------

|8 |  | All
shares of common stock that may be acquired by the exercise of a $1.36 warrant
|- |  | ----------------------------------------------------------------------------------

|9 |  | In
setting forth this information, the Company relied upon the February 9, 2007  Schedule
13G filing of Ewing & Partners, Timothy Ewing, Ewing Asset  Management, LLC,
Endurance General Partners, LP and Endurance Partners (Q.P.),  L.P. Of the total shares,
Ewing & Partners, Timothy Ewing, Ewing Asset  Management, LLC, Endurance General
Partners, LP had sole voting and dispositive  power over all the shares and Endurance
Partners (Q.P.), L.P. had sole voting  and dispositive power over 4,447,871 shares and
there is no shared voting or  dispositive power.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10 |  | In
setting forth this information, the Company relied upon the August 8, 2005  Schedule 13G
filing of Contrarian Capital Management. Of the total shares,  Contrarian Capital
management, LLC had shared voting and dispositive power over  all the shares and
Contrarian Equity Fund, LP had shared voting and dispositive  power over 3,355,669
shares. No amendments have been filed to this Schedule 13G.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 46



---

|11 |  | In
setting forth this information, the Company relied upon the August 10, 2005,  joint
filing of Schedule 13G of Delta Offshore, Ltd. and Trafelet & Company,  LLC. Of the
total shares, Trafelet & Company had shared voting and  dispositive power over all
the shares and reporting entity Delta Offshore, Ltd.  had shared voting and dispositive
power over 1,599,900 shares. No amendments  have been filed to this Schedule 13G.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12 |  | In
setting forth this information, the Company relied upon the July 27, 2005 joint  filing
of Schedule 13G of Silverpoint Capital, LP, Edward Mule and Robert  OShea. Of the
total shares, Silverpoint Capital, LP had sole voting and  dispositive power over all the
shares and reporting persons Edward Mule and  Robert OShea had shared voting and
dispositive power over all of the  shares. No amendments have been filed to this Schedule
13G.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 13.   
Certain Relationships and Related Transactions.

There
were no transactions, or series of transactions, for the years ended December
31,2006, 2005, 2004 or 2003 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 14.   
Principal Accountant Fees and Services.

The
following table represent aggregate fees billed to the Company for the years
ended December 31, 2005 and 2006 by Larry ODonnell, CPA, P.C., the
companys former principal accounting firm, and for the year ended December
31, 2006 by Epstein, Weber & Conover, PLC, the Companys current
principal accounting firm.

|                       | Year Ended December 31, |        
|---------------------- | ----------------------- | -------
|
|                       |                         |        
|Audit Fees             |                         | $63,020
|                       |                         |        
|Audit-related Fees (a) |                         | 25,305 
|                       |                         |        
|Tax Fees (b)           |                         | 7,830  
|                       |                         |        
|All Other Fees (c)     |                         | 685    
|                       |                         |        
|Total Fees (d)         |                         | $96,840
|                       |                         |        

|(a) |  | Primarily
audit services for acquisitions and review 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 Epstein, Weber &
Conover, PLC

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 Moss Adams, L.L.P., formerly Epstein,
Weber & Conover, LLP, 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 47



---

PART
1V

ITEM 15.   
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

|(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
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | 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
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.9 |  | 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/By-Laws incorporated by reference to Form 8-K dated  12/16/04..................................1
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------

|3.14 |  | Amended
and Restated Articles of Incorporation of Global dated December 10, 2004  incorporated by
reference to the SB-2 registration effective February 8, 2006
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|14.1 |  | Code
of  Ethics, incorporated by reference to 10-KSB dated December 31, 2004.......................................1
|---- |  | --------------------------------------------------------------------------------------------------------------------

|23.1 |  | Consent of
Independent Registered Public Accounting Firm..........................2
|---- |  | -----------------------------------------------------------------------------------

|23.2 |  | Consent of
Independent Registered Public Accounting Firm..........................2
|---- |  | -----------------------------------------------------------------------------------

|23.3 |  | Consent of
Independent Registered Public Accounting Firm..........................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
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

Page 48



---

|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.

Filed during
2005:

Item 1.01,
Entry into a Material Definitive Agreement and  Item 9.01 Financial Statements and
Exhibits.  The exhibit  was a Press  release of global aircraft solutions, Inc. issued
January 20, 2005...........................1

Item 1.01
and Item 2.03, Entry into a Material Definitive Agreement and Creation of a Direct
Financial Obligation of a Registrant, respectively and Item 9.01 Financial Statements and
Exhibits. The exhibits were 99.1, Form of Loan Agreement among Global Aircraft Solutions,
Inc., Hamilton Aerospace Technolgies, Inc. and World Jet Corporation as borrowers and
Bank  as lender; 99.2, Form of Promissory Note by Global Solutions, Inc., Hamilton
Aeropsace  Technologies, Inc. and World Jet Corporation in favor of Bank as Lender; 99.3,
Form of  Acknowledgement of Closing date of Line of Credit, issued July 14,  2005............................1.

Item 1.01,
Entry into a Material Definitive Agreement and Item 9.01 Financial Statements and
Exhibits.  The exhibit was Press Release  of Global Aircraft Soluions, Inc. issued August
15, 2005.........1.

Item
1.01, Entry into a Material DefinitiveAgreement and Item 9.01 Financial
Statements and Exhibits. The exhibits were 99.1, Operating agreement of
Jetglobal, LLC and 99.2, Press Release of Global Aorcraft Solutions, Inc. issued
September 1, 20051.

Item
1.01, Entry into a Material DefinitiveAgreement and Item 9.01 Financial
Statements and Exhibits. The exhibits were 99.1, Operating Agreement of
Jetglogbal, LLC; 99.2, Press Release of Global Aircraft Solutions, Inc. issued
September 1, 2005; 99.3, Aircraft Sale & Purchase Agreement between
Jetglobal,LLC and Jetran, LLC, issued September 9,
20051

Item 1.01,
Entry into a Material Definitive Agreement and Item 9.01 Financial statements and
Exhibits.  The exhibit was 99.1 Aircraft  Sale and Purchase Agreement dated November 14,
2005...............................1

Item 1.01,
Entry into a Material Definitive Agreement, issued November 16,
2005.............................1

Item  1.01
and Item 2.03, Entry into a Material Definitive Agreement and Creation of a Direct
Financial Obligation of a Registrant, respectively and Item 9.01 Financial Statements and
Exhibits. The exhibits were 99.1, Press Release of Global Aircraft Solutions, Inc. dated
December 13, 2005 and 99.2, Form of Modificatin to Loan Agreement among Global Aircraft
Solutions, Inc., Hamilton Aerospace Technologies, Inc. and World Jet Corporation as
borrowers and Bank as lender issued December 14, 2005....................1

Item
2.02, Results of Operations and Financial Condition and Item 9.01 Financial
Statements and Exhibits. The exhibit was 99.1, Transcript of November 16, 2005
Conference Call discussing financial performance and results of operations for
fiscal quarter ended September 30, 2005, issued December 2,
2005..1 Item 2.03 Creation of a direct FinancialObligation of
a Registrant. And Item 9.01 Financial Statements and Exhibits. The exhibilts
were 99.1, form of Loan Agreement between Hamilton Aerospace Technoloties, Inc.
as Borrower and M&I Bank as Lender; 99.2, form of Promissory Note by
Hamilton Aerospace Technologies, Inc. in favor M&I Bank as Lender; 99.3,
Form of Security Agreement between Hamilton Aerospace Technologies, Inc., as
grantors, in favor of M&I Bank as secured creditors; 99.4, form of Guaranty
between Global Aircraft Solutions, Inc. (Registrant) and M&I
Bank as Lender, issued February 8, 2005..........................1

Item
3.02, Unregistered Sales of Equity Securities, issued August 2, 2005
................................1.

Item 3.02,
Unregistered Sales of Equity Securities, issued September 13,
2005..............................1

Item  7.01.
Regulation FD Disclosure Agreement and Item 9.01 Financial Statements and Exhibits.  The
exhibit was 99.1, Press Release of Global Aircraft Solutions, Inc. issued November 17,
2005............1

Item 7.01,
Regulation FD Disclosure and Item 9.01 Financial Statements and Exhibits.  The exhibit
was 99.1, Global Aircraft  Solutions, Inc. December 6, 2005 investor Presentation issued
December 7, 2005.............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 2006:

Issued
November 24, 2006, Item 2.02, Results of Operations and Financial Condition,
Item 7.01 Regulation FD Disclosure and Item 9.01, Financial Statements and
Exhibits. The exhibit is the transcript of the November 17, 2006 Conference Call
discussing financial performance and results of operation for fiscal quarter
ended September 30, 2006.

Issued
November 15, 2006, Item 2.02, Results of Operations and Financial Condition,
Item 7.01, regulation and Disclosure, and Item 99.1, Financial Statements and
Exhibits. The exhibit was 99.1, Copy of November 15, 2006 Press Release.

Filed
during 1st, 2nd and 3rd quarters of 2006:

Issued
August 28, 2006, Item 2.02, Results of Operations and Financial Condition, Item
7.01, Regulation and Disclosure, and Item 9.01 Financial Statements and
Exhibits. The exhibit was 99.1, Transcript of Conference Call of August 15, 2006
discussing financial performance and results of operations for fiscal quarter
ended June 30, 2006.

Issued
May 22, 2006, Item 2.02, Results of Operations and Financial Condition, Item
7.01, Regulation FD Disclosure, and Item 9.01 Financial Statements and Exhibits.
The exhibit was the transcript of the May 18, 2006 Conference Call discussing
financial performance for fiscal quarter ended March 31, 2006.

Issued
May 19, 2006, Item 7.01 Regulation FD Disclosure and Item 9.01 Financial
Statements and Exhibits. The exhibit was the Investor Presentation on May 18,
2006.

Issued
May 16, 2006, Item 2.02, Results of Operations and Financial Condition and Item
9.01, Financial Statements and Exhibits. The exhibit was a copy of the May 16,
2006 Press Release.

Issued
May 16, 2006, Item 2.02, Results of Operations and Financial Condition, Item
7.01, Regulation FD Disclosure and Item 9.01, Financial Statements and Exhibits.
The exhibits were copy of April 25, 2006 Press Release and copy of May 16, 2006
Press Release.

Issued
May 4, 2006, Item 1.01, Entry into a Material Definitive Agreement, Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers, Item 9.01, Financial statements and Exhibits. The exhibit
was a Press Release issued May 3, 2006.

Issued
April 25, 2006, Item 2.02, Results of Operations and Financial Condition, Item
7.01, Regulation FD Disclosure and Item 9.01, Financial Statements and Exhibits.
The exhibit was a copy of the April 25, 2006 Press Release.

Page 49



---

Issued
April 13, 2006, Item 2.02 Results of Operations and Financial Condition, Item
7.01, Regulation FD Disclosure and Item 9.01 Financial Statements and Exhibits.
The exhibit was the transcript of April 10, 2006 Conference Call discussing
financial performance and results of operations for fiscal year ended December
31, 2005.

Issued
April 11, 2006, Item 2.02, Results of Operations and Financial Condition, Item
7.01, Regulation FD Disclosure and Item 9.01, Financial Statements and Exhibits.
The exhibit was copy of April 10, 2006 Press Release.

Issued
January 30, 2006, Item 1.01, Entry into a Material Definitive Agreement, Item
2.03, Creation of a Direct Financial Obligation of a Registrant and Item 9.01,
Financial Statements and Exhibits. The Exhibits were Press Release dated
December 13, 2005 and a Form of Modification to Loan Agreement with M&I Bank
as lender.

Issued
January 25, 2006, Item 1.01, Entry into a Material Definitive Agreement and Item
9.01, Financial Statements and Exhibits. The exhibits were Operating Agreement
for Jetglobal, LLC, Press Release issued September 1, 2005 and Aircraft Sale
& Purchase Agreement between Jetglobal, LLC and Jetran, which is the subject
of a request for confidential treatment.

Issued
January 11, 2006, Item 4.01, Changes in Registrants Certifying Accountant,
Item, 5.02, Departure of Directors or Principal Officers; Election of Directors;
appointment of Principal Officers, Item 9.01, Financial Statements and Exhibits.
The exhibits are Letter from Larry ODonnell CPA, PC to the SEC and January
9, 2006 Press Release announcing the Change in Registrants Certifying
Accountant and the addition of a member to the Board of Directors.

SIGNATURES

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

Date: April 15,
2007

| | GLOBAL
AIRCRAFT SOLUTIONS, INC.
| | -------------------------------

| | By:    /s/   
Ian HermanIan Herman,Chaiman of the Board of Directorsand Chief Executive Officer
| | -----------------------------------------------------------------------------------------------

Page 50



---

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

|SIGNATURE                 | TITLE | DATE                                           
|------------------------- | ----- | -----------------------------------------------
|/s/    Ian Herman         |       | Chairman of the Board of Directors,            
|Ian Herman                |       | Chief Executive Officer and Director           
|                          |       |                                                
|/s/    John B. Sawyer     |       | President, Chief Operating Officer and Director
|John B. Sawyer            |       |                                                
|                          |       |                                                
|/s/    Lawrence Mulcahy   |       | Director                                       
|Lawrence Mulcahy          |       |                                                
|                          |       |                                                
|/s/    Govindrajan Sankar |       | Chief Financial Officer                        
|Govindarajan Sankar       |       |                                                
|                          |       |                                                
|/s/    Patricia Graham    |       | Principal Accounting Officer                   
|Patricia Graham           |       |                                                
|                          |       |                                                

|                        |  |                           
|----------------------- |  | --------------------------
|                        |  |                           
|                        |  | Larry O'Donnell, CPA, P.C.
|Telephone (303)745-4545 |  |                           
|                        |  |                           
|                        |  |                           
|                        |  |                           

Page 51



---

REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of
Directors and Shareholders            of Global Aircraft Solutions, Inc.:

We  have
audited the accompanying consolidated balance sheet of Global Aircraft  Solutions, Inc.
and subsidiaries (the Company) as of December 31,  2006, and the related
consolidated statements of operations, stockholders equity, and cash flows for the
year then ended. These consolidated financial statements are  the responsibility of the
Companys management. Our responsibility is to  express an opinion on these
consolidated financial statements based on our audit.

We  conducted
our audit in accordance with the standards of the Public Company  Accounting Oversight
Board (United States). Those standards require that we plan  and perform the audit to
obtain reasonable assurance about whether the consolidated financial  statements are free
of material misstatement. The Company is not required to  have, nor were we engaged to
perform, an audit of its internal control over  financial reporting. Our audit included
consideration of internal control over  financial reporting as a basis for designing
audit procedures that are  appropriate in the circumstances, but not for the purpose of
expressing an  opinion on the effectiveness of the Companys internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and  disclosures in the
consolidated financial statements. An audit also includes assessing the accounting
principles  used and  significant estimates made by management, as well as evaluating the
overall financial  statement presentation. We believe that our audit provides a
reasonable basis for our  opinion.

In our
opinion, the consolidated financial statements referred to above present fairly, in all
material  respects, the consolidated financial position of Global Aircraft Solutions, Inc. and
subsidiaries as of December 31, 2006, and the results of their operations and their  cash
flows for the year then ended, in conformity with U. S. generally accepted accounting
principles.

As described in
Note 1 to the consolidated financial statements the Company intends to divest its 30%
ownership interest in Jetglobal,LLC.

As  described
in Note 2 to the consolidated financial statements, effective January 1, 2006 the Company
changed its method of accounting for share-based payments to conform to Statement of
Financial Accounting Standards No. 123R, Share-Based  Payment.

/s/    Moss
Adams LLP

Scottsdale, ArizonaApril 16, 2007

Page 52



---

Report of
Independent Registered Public Accounting Firm

To the Board of
Directors and Shareholders            of Global Aircraft Solutions, Inc.:

We
have audited the accompanying consolidated balance sheet of Global Aircraft
Solutions, Inc. and subsidiaries as of December 31, 2005 and the related
consolidated statements of operations, shareholders equity and cash flows
for the year then ended. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion of
these financial statements based on our audit.

We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we 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. We believe that our audit provides a
reasonable basis for our opinion.

In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Global Aircraft Solutions, Inc. and
subsidiaries as of December 31, 2005 and the results of their operations and
their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

/s/   EPSTEIN,
WEBER & CONOVER, PLC          Scottsdale, Arizona          April 3, 2006

Page 53



---

Report
of Independent Registered Public Accounting Firm

To the Board
of DirectorsGlobal 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 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 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 54



---

GLOBAL
AIRCRAFT SOLUTIONS, INC.

Consolidated
Balance Sheets  December 31, 2006 and 2005

ASSETS

|                                                   | 2006 | 2005              
|-------------------------------------------------- | ---- | ------------------
|CURRENT ASSETS                                     |      |                   
|Cash and cash equivalents                          |      | $          104,440
|Accounts receivable                                |      | 7,870,799         
|Note receivable                                    |      | 455,859           
|Due from equity invester partner                   |      | 3,946,414         
|Inventory                                          |      | 7,852,691         
|Restricted funds                                   |      | 65,500            
|Deferred income taxes                              |      | 299,508           
|Other current assets                               |      | 191,114           
|                                                   |      |                   
|                                                   |      |                   
|TOTAL CURRENT ASSETS                               |      | 20,786,325        
|                                                   |      |                   
|Property, plant and equipment                      |      | 1,521,037         
|Investments                                        |      |                   
|Equity in net assets of and advances to affiliates |      | 6,063,067         
|Customer list, net                                 |      |                   
|Agreement with vendor, net                         |      |                   
|Goodwill                                           |      | 38,992            
|Other assets                                       |      | 64,855            
|                                                   |      |                   
|                                                   |      |                   
|TOTAL ASSETS                                       |      | $      28,474,276 
|                                                   |      |                   
|                                                   |      |                   
|                                                   |      |                   

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

Page 55



---

GLOBAL
AIRCRAFT SOLUTIONS, INC.

Consolidated
Balance Sheets  December 31, 2006 and 2005

LIABILITIES
AND STOCKHOLDERS' EQUITY

|                                                   | 2006 | 2005              
|-------------------------------------------------- | ---- | ------------------
|CURRENT LIABILITIES                                |      |                   
|Note payable                                       |      | $        5,101,568
|Accounts payable  trade                           |      | 5,001,567         
|Customer deposits                                  |      | 541,878           
|Billings in excess of costs and estimated          |      |                   
|earnings on contracts in progress                  |      | 224,046           
|Accrued liabilities                                |      | 493,404           
|Income taxes payable                               |      | 735,466           
|Current maturities - capital leases                |      | 53,247            
|                                                   |      |                   
|                                                   |      |                   
|TOTAL CURRENT LIABILITIES                          |      | 12,151,176        
|                                                   |      |                   
|LONG-TERM LIABILITIES                              |      |                   
|Capitalized lease obligations                      |      | 224,867           
|Deferred tax liability                             |      | 344,027           
|                                                   |      |                   
|                                                   |      |                   
|TOTAL LONG-TERM LIABILITIES                        |      | 568,894           
|                                                   |      |                   
|                                                   |      |                   
|TOTAL LIABILITIES                                  |      | 12,720,070        
|                                                   |      |                   
|COMMITMENTS AND CONTINGENCIES                      |      |                   
|                                                   |      |                   
|STOCKHOLDERS' EQUITY                               |      |                   
|Common stock, $.001 par value, 100,000,000         |      |                   
|Shares authorized in 2006 and 2005; 39,967,807and  |      |                   
|38,998,215 issued in 2006 and 2005; 39,587,807 and |      |                   
|38,618,215 outstanding in 2006 and 2005            |      | 39,967            
|Additional paid-in capital                         |      | 12,723,213        
|Deferred compensation                              |      |                   
|Contributed capital                                |      | 620,289           
|Retained earnings                                  |      | 2,370,737         
|                                                   |      |                   
|                                                   |      |                   
|TOTAL STOCKHOLDERS' EQUITY                         |      | 15,754,206        
|                                                   |      |                   
|                                                   |      |                   
|                                                   |      |                   
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         |      | $     28,474,276  
|                                                   |      |                   
|                                                   |      |                   

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

Page 56



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GLOBAL
AIRCRAFT SOLUTIONS, INC.

Consolidated
Statement of Operations  Years ended December 31, 2006, 2005 and 2004

|                                                | 2006 | 2005              | 2004
|----------------------------------------------- | ---- | ----------------- | ----
|Net sales                                       |      |                   |     
|                                                |      | $  34,542,195     |     
|Cost of sales                                   |      | (25,748,049       | )   
|Inventory write down                            |      | (192,775          | )   
|                                                |      |                   |     
|                                                |      |                   |     
|Gross profit                                    |      | 8,601,371         |     
|Selling, general and administrative expenses    |      | (8,591,738        | )   
|Penalties                                       |      | (11,742           | )   
|                                                |      |                   |     
|                                                |      |                   |     
|Income (loss) from operations                   |      | (2,109            | )   
|                                                |      |                   |     
|Other income (expense):                         |      |                   |     
|Interest income                                 |      | 76,414            |     
|Interest expense                                |      | (587,183          | )   
|Gain on renegotiation of contract               |      |                   |     
|Miscellaneous expense                           |      | (197,932          | )   
|Miscellaneous income                            |      | 114,874           |     
|Gain on settlement with equity investee partner |      |                   |     
|Equity in income of unconsolidated affiliate    |      | 1,808,744         |     
|                                                |      |                   |     
|                                                |      |                   |     
|Income, before provision for income taxes       |      |                   |     
|                                                |      | 1,212,808         |     
|Provision for income taxes                      |      | (386,500          | )   
|                                                |      |                   |     
|                                                |      |                   |     
|Net income                                      |      |                   |     
|                                                |      | $      826,308    |     
|                                                |      |                   |     
|                                                |      |                   |     
|Net income per share, Basic                     |      |                   |     
|(2006 39,118,400 shares; 2005                   |      |                   |     
|33,848,722 shares; 2004 24,443,256 shares)      |      | $            0.02 |     
|                                                |      |                   |     
|Net income per share, Fully diluted             |      |                   |     
|(2006 40,375,173 shares;                        |      |                   |     
|2005 35,260,671 shares; 2004 24,986,985 shares) |      | $            0.02 |     
|                                                |      |                   |     
|                                                |      |                   |     

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

Page 57



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GLOBAL
AIRCRAFT SOLUTIONS, INC.

Consolidated
Statements of Changes in Stockholders Equity  Years Ended December 31, 2006, 2005
and 2004

|                             | Shares | CommonStock$ | AdditionalPaid incapital$ | Contributedcapital$ | Accumulatedearnings$ | Total$    
|---------------------------- | ------ | ------------ | ------------------------- | ------------------- | -------------------- | ----------
|Balance on December 31, 2003 |        | 17,480,000   |                           | 17,860              |                      | 2,080,373 
|                             |        |              |                           |                     |                      |           
|Shares sold                  |        | 11,715,386   |                           | 11,715              |                      | 3,956,432 
|                             |        |              |                           |                     |                      |           
|Shares issued for purchase   |        |              |                           |                     |                      |           
|of World Jet                 |        | 1,000,000    |                           | 1,000               |                      | 499,000   
|                             |        |              |                           |                     |                      |           
|Shares issued on Options     |        |              |                           |                     |                      |           
|exercised                    |        | 55,000       |                           | 55                  |                      | 17,545    
|                             |        |              |                           |                     |                      |           
|Options issued               |        |              |                           |                     |                      | 57,000    
|                             |        |              |                           |                     |                      |           
|Shares issued                |        | 400,000      |                           | 400                 |                      | 91,600    
|                             |        |              |                           |                     |                      |           
|Compensation expensed        |        |              |                           |                     |                      | 12,000    
|                             |        |              |                           |                     |                      |           
|Shares vested on             |        |              |                           |                     |                      |           
|employment agreements        |        |              |                           |                     |                      | 320,000   
|                             |        |              |                           |                     |                      |           
|Net income                   |        |              |                           |                     |                      |           
|                             |        |              |                           |                     |                      |           
|Balance December 31, 2004    |        | 30,650,386   |                           | 31,030              |                      | 7,033,950 
|                             |        |              |                           |                     |                      |           
|Shares sold                  |        | 7,200,000    |                           | 7,200               |                      | 4,644,000 
|                             |        |              |                           |                     |                      |           
|Shares issued under          |        |              |                           |                     |                      |           
|non-cash warrant provisions  |        | 442,829      |                           | 443                 |                      | (443      
|                             |        |              |                           |                     |                      |           
|Options exercised            |        | 50,000       |                           | 50                  |                      | 14,950    
|                             |        |              |                           |                     |                      |           
|Shares issued,directors      |        | 200,000      |                           | 200                 |                      | 76,800    
|                             |        |              |                           |                     |                      |           
|Shares vested on             |        |              |                           |                     |                      |           
|employment agreements        |        | 75,000       |                           | 75                  |                      | 55,425    
|                             |        |              |                           |                     |                      |           
|Net income                   |        |              |                           |                     |                      |           
|                             |        |              |                           |                     |                      |           
|Balance December 31,2005     |        | 38,618,215   |                           | 38,998              |                      | 11,824,683
|                             |        |              |                           |                     |                      |           
|Exercise of warrants         |        | 387,092      |                           | 387                 |                      | 95,767    
|                             |        |              |                           |                     |                      |           
|Share-based payments to      |        |              |                           |                     |                      |           
|directors                    |        | 30,000       |                           | 30                  |                      | 73,470    
|                             |        |              |                           |                     |                      |           
|Stock issued to employees    |        |              |                           |                     |                      |           
|for compensation             |        | 552,500      |                           | 552                 |                      | 581,214   
|                             |        |              |                           |                     |                      |           
|Tax effects of share-based   |        |              |                           |                     |                      |           
|payments                     |        |              |                           |                     |                      | 148,079   
|                             |        |              |                           |                     |                      |           
|Net income                   |        |              |                           |                     |                      |           
|                             |        |              |                           |                     |                      |           
|Balance December 31, 2006    |        | 39,587,807   |                           | 39,967              |                      | 12,723,213
|                             |        |              |                           |                     |                      |           
|                             |        |              |                           |                     |                      |           

An additional
412,500 shares will be issued on the vesting dates of employment agreements now in force.
(See table under Note 9)

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

Page 58



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GLOBAL
AIRCRAFT SOLUTIONS, INC.

Consolidated
Statements of Cash Flows  Years ended December 31, 2006 and 2005

|                                                 | 2006 | 2005               | 2004
|------------------------------------------------ | ---- | ------------------ | ----
|Increase (Decrease) in Cash and Cash             |      |                    |     
|Equivalents:                                     |      |                    |     
|                                                 |      |                    |     
|Cash flows from operating activities:            |      |                    |     
|Net income                                       |      | $          826,308 |     
|                                                 |      |                    |     
|Adjustments to reconcile net income to           |      |                    |     
|net cash used by operating                       |      |                    |     
|activities:                                      |      |                    |     
|Equity in income of unconsolidated               |      | (1,808,745         | )   
|affiliate                                        |      |                    |     
|Gain on settlement with equity investee partner  |      |                    |     
|Depreciation                                     |      | 582,710            |     
|Amortization                                     |      | 162,377            |     
|Write down of inventory                          |      | 192,775            |     
|Deferred income taxes                            |      | 175,118            |     
|Provision for bad debts                          |      | 337,508            |     
|Loss on disposal of fixed                        |      | 50,874             |     
|assets/investments                               |      |                    |     
|Gain from Renegotiation of Contract              |      |                    |     
|Expenses paid with stock                         |      | 617,459            |     
|                                                 |      |                    |     
|Changes in Assets and Liabilities:               |      |                    |     
|Accounts receivable                              |      | (4,003,930         | )   
|Prepaid expenses                                 |      | 190,625            |     
|Inventory                                        |      | 721,969            |     
|Investments                                      |      |                    |     
|Restricted funds                                 |      | 33,000             |     
|Other current assets                             |      |                    |     
|Other non-current assets                         |      | 127,027            |     
|Accounts payable - trade                         |      | (2,235,466         | )   
|Accounts payable - related parties               |      |                    |     
|Customer deposits                                |      | 541,878            |     
|Billings in excess of cost and                   |      |                    |     
|estimated earnings on                            |      |                    |     
|contracts in progress                            |      | 200,588            |     
|Income taxes payable                             |      | 49,563             |     
|Accrued liabilities                              |      | (77,320            | )   
|                                                 |      |                    |     
|Net cash used by operating activities            |      | (3,315,682         | )   
|                                                 |      |                    |     
|Cash flows from investing activities:            |      |                    |     
|Purchase of property, plant and                  |      | (187,261           | )   
|equipment                                        |      |                    |     
|Purchase of World Jet, net of cash               |      |                    |     
|acquired                                         |      |                    |     
|Distributions from Jetglobal, LLC                |      | 300,000            |     
|Payments received on notes receivable            |      | 1,547,010          |     
|Investment in Jetglobal, LLC                     |      | (867,046           | )   
|                                                 |      |                    |     
|Net cash provided (used) by investing activities |      | 792,703            |     
|                                                 |      |                    |     
|                                                 |      |                    |     

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|                                                     |  |            |  
|---------------------------------------------------- |  | ---------- | -
|Cash flows from financing activities:                |  |            |  
|Proceeds from issuance of common stock               |  | 96,154     |  
|Payments related to common stock issued              |  |            |  
|Proceeds from bank loans                             |  | 5,746,247  |  
|Repayments of bank loans                             |  | (3,419,839 | )
|Due to factor                                        |  |            |  
|Excess tax payments from stock options exercised     |  | 148,188    |  
|Redemption of shares                                 |  |            |  
|Payments on notes payable                            |  | (280,496   | )
|Payments on capital lease obligations                |  | (25,846    | )
|Other financing activities, net                      |  | (5,002     | )
|                                                     |  |            |  
|Net cash provided by financing activities            |  | 2,259,406  |  
|                                                     |  |            |  
|                                                     |  |            |  
|Net increase (decrease) in cash and cash equivalents |  | (263,573   | )
|Cash and cash equivalents at                         |  |            |  
|beginning of year                                    |  | 368,013    |  
|                                                     |  |            |  
|                                                     |  |            |  
|Cash and cash equivalents at end of  year            |  | 104,440    |  
|                                                     |  |            |  
|                                                     |  |            |  

|1. |  | Interest
paid in 2006 was $558,644, in 2005 was $375,745 and in 2004 $329,023.
|-- |  | ------------------------------------------------------------------------------

|2. |  | No
taxes were paid in 2004, $121,473 was paid in 2005, and $14,351 was paid in 2006.
|-- |  | ------------------------------------------------------------------------------------

Schedule
of non-cash investing and financing activities:

|o |  | During
the 4th quarter of 2005 $1,475,000 in accounts receivable was transferred  to a Note
receivable. The Note stipulated weekly payments of $52,993.76, had an  interest rate of 8
% per annum, and was all due and payable on or before June 9,  2006. The Note was paid.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | During
the 4th quarter of 2005, a note receivable in the amount of $600,000 was  issued to
Avolar Aero Lineas SA de CV. The due date of the note has been  extended and the
principal balance at December 31, 2006 was $300,000. The note  bears interest at 6.5% per
annum.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Property,
plant and equipment increased $305,219 as a result of Capital Lease agreements.  The
actual cash payouts for capital lease obligations are reflected in cash flow  statement.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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GLOBAL
AIRCRAFT SOLUTIONS, INC.  Notes to Financial Statements December  31, 2006, 2005 and 2004

1.   BASIS OF
PRESENTATION AND PRINCIPLES OF CONSOLIDATION

These
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), and World Jet  Corporation (World Jet),
collectively, the Company. 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. The
acquisition of 100% of World Jet, Inc.  was finalized on July 15, 2003, with an effective
date of January 1, 2003. As  such, the financial statements reflect the accounting
activity of HAT since its  inception date of April 5, 2002 and of World Jet since January
1, 2004.  Johnstone is currently inactive.

All
material transactions and accounts with the subsidiaries have been eliminated
from the consolidated financial statements.

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 lessors, and governmental entities. HAT provides services  to both
domestic and foreign customers.

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 $2.05 million payable as follows: $1,250,000 in cash at closing,
$300,000 in the form of a note maturing January 27, 2005, and 1,000,000 shares
of restricted common stock valued at $0.50 per share for the purposes of this
transaction ($500,000). The effective date of this agreement is January 1, 2004.
The shares were issued in July 2004. As a result of the acquisition, the Company
expects to increase its sales to existing customers as well as those serviced by
World Jet by combining the products and services of the two companies. It also
expects to lower its parts costs through World Jets purchasing abilities.

During 2006,
the Company formed Mexican corporation, Hamilton Aerospace Mexico, S.A. de C.V..  The
purpose of the new corporation  was to satisfy Mexican governmental requirements related
to the flight line servicing of Mexican airline, Avolar Aerolineas, S.A. de  C.V.

3.   SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

Cash and
Cash Equivalents

We
consider cash and investments in securities with maturities at the date of
purchase of three months of less to be cash and cash equivalents.

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.

Page 61



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Trade
Accounts Receivable

Trade
accounts receivable represent amounts billed but uncollected on both completed
and in-progress aircraft repair and maintenance contracts as well as amounts
billed but uncollected on parts shipped to customers.

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 were material to the financial statements in 2005. During
2005, the Company had bad debt expense of $473,000. The Company believes its
allowance at December 31, 2006 is adequate based upon review of our outstanding
accounts receivable at December 31, 3006.

At  December
31, 2006, the Company had a receivable of $570,000, for which the Company has reserved
$238,000, from a customer that  has filed for reorganization under Chapter 11 of the
Bankruptcy Code. Management  believes that it has a substantial position in the
bankruptcy proceeding and  that the Company has adequate collateral, which it will take
as payment for this  receivable.

Inventory

Inventories
are stated at the lower of cost (first-in, first-out) or market. Inventories
include new, used parts and parts stripped from aircraft. These inventory items
are initially carried at original cost basis determined on the pro-rata fair
value of the individual parts based on market or catalog pricing. Inventory
items held for over one year are no longer classified as inventory,
non-current. All aircraft parts inventory are grouped as Inventory,
net of allowance for slow moving and obsolete inventory and accounted
under Current Assets category. This is based on standard aviation
industry practice of showing all aircraft parts under single line item of
inventory. Aircraft parts typically have more than one year of life. Rotable
parts have the same life as the aircraft. Repairable parts can be repaired
several times over the life of the aircraft and installed on the aircraft. This
is a reclassification to conform with what we now believe is more appropriate.
This change will not impact the current quarter results or past results of the
company. However in the future when the allowance for slow moving and obsolete
inventory is provided for, the allowance will be a considered as an expense for
the company.

The
Company reviews the market value of inventories whenever events and
circumstances indicate that the carrying value of inventories may not be
recoverable from the estimated future sales price less cost of disposal and
normal gross profit. In cases where the market values are less than the carrying
value, a write down is recognized equal to an amount by which the carrying value
exceeds the market value of inventories.

Page 62



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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 for MRO sales 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, or is cleared to depart, 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, 2006 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.

Revenue from
part sales is recognized when parts are shipped.  Revenues from time and material
contracts and all other ancillary services are  recognized as the services are performed.
Revenue from aircraft sales is recognized when the customer accepts delivery of  the
aircraft and/or when title is transferred.

Earnings 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.
Reconciliation of EPS for 2006 and 2005 are as follows:

Page 63



---

|                                                  | For the Year Ended 2006 |             | 
|------------------------------------------------- | ----------------------- | ----------- | 
|
|Net Income                                        |                         | $   826,308 | 
|Basic EPS                                         |                         |             | 
|Income available to common stockholders           |                         | $   826,308 | 
|                                                  |                         |             | 
|                                                  |                         |             | 
|Warrants                                          |                         |             | 
|Options                                           |                         |             | 
|Diluted EPS                                       |                         |             | 
|Unvested employment agreement shares              |                         |             | 
|Income available to common stockholders + assumed |                         | $   826,308 | 
|conversions                                       |                         |             | 
|                                                  |                         |             | 

|                                                  | For the Year Ended 2005 |                  | 
|------------------------------------------------- | ----------------------- | ---------------- | 
|
|Net Income                                        |                         | $      3,123,356 | 
|Basic EPS                                         |                         |                  | 
|Income available to common stockholders           |                         | $      3,123,356 | 
|                                                  |                         |                  | 
|                                                  |                         |                  | 
|Warrants                                          |                         |                  | 
|Options                                           |                         |                  | 
|Diluted EPS                                       |                         |                  | 
|Income available to common stockholders + assumed |                         | $      3,123,356 | 
|conversions                                       |                         |                  | 
|                                                  |                         |                  | 

Page 64



---

|                                                  | For the Year Ended 2004 |                  | 
|------------------------------------------------- | ----------------------- | ---------------- | 
|
|Net Income                                        |                         | $      2,291,286 | 
|Basic EPS                                         |                         |                  | 
|Income available to common stockholders           |                         | $      2,291,286 | 
|                                                  |                         |                  | 
|                                                  |                         |                  | 
|Warrants                                          |                         |                  | 
|Options                                           |                         |                  | 
|Diluted EPS                                       |                         |                  | 
|Income available to common stockholders + assumed |                         | $      2,291,286 | 
|conversions                                       |                         |                  | 
|                                                  |                         |                  | 

Page 65



---

The
total weighted average shares outstanding for the diluted earning per share
calculation for the year ended December 31, 2006 was 40,375,173. Total weighted
average shares outstanding for the diluted earning per share calculation for the
year ended December 31, 2005 was 35,260,671. . Total weighted average shares
outstanding for the diluted earning per share calculation for the year ended
December 31, 2004 was 24,986,985.

Equity in
Net Assets and Advances to Affiliates

The
investment in a 30% interest in JetGobal, LLC is accounted for using the equity
method since the Company does not control JetGlobal, LLC, but over which it does
exert significant influence. Under the equity method, the investment is recorded
at cost plus advances and the Companys share of earning less distributions
and the Companys share of losses. The Company considers whether future
fair value of it investments has declined below their carrying value whenever
adverse events or changes in circumstances indicate that recorded values may not
be recoverable. If the Company considered any such decline to be other than
temporary, a write-down would be recorded to estimated fair value.

All
significant intercompany profits and balances have been eliminated.

Intangible
Assets

The
amounts assigned to Customer List and Agreement with Vendor are recorded at the
value assigned when they were acquired in a business purchase. The amounts were
being amortized over three years using the straight-line method. The Company
assesses the ongoing recoverability of intangible assets subject to amortization
by determining whether the intangible asset balance can be recovered over the
remaining amortization period through projected a undiscounted future cash
flows. If projected future cash flows indicate that the unamortized intangible
asset balances will not be recovered, an adjustment is made to reduce the net
intangible asset to an amount consistent with projected future cash flows
discounted at the Companys incremental borrowing rate.

The
Companys amortizable intangibles consisted of customer lists and vendor
agreements. Amortization expense on these totaled $162,376 and $162,376 for the
year ended December 31, 2006 and 2005, respectively. Amortizable intangibles had
been fully expensed at December 31, 2006.

Goodwill

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:

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|1. |  | a
significant adverse change in legal factors or in business climate
|-- |  | --------------------------------------------------------------------

|2. |  | unanticipated
competition
|-- |  | -------------------------

|3. |  | an
adverse action or assessment by a regulator
|-- |  | ----------------------------------------------

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.

Income Taxes

Deferred taxes
are provided on temporary differences between the tax basis of assets and liabilities for
financial  reporting purposes and income tax purposes. The valuation allowance reduces
deferred tax assets to an amount that  represents the Companys best estimate of the
amount of such deferred tax assets that, more likely than not, will be realized.



Recently
Issued Accounting Pronouncements

In
February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
Financial Instruments  an amendment of SFAS No. 133 and 140. This
Statement simplifies accounting for certain hybrid financial instruments,
eliminates the interim guidance in Statement 33 Implementation Issue No. D1,
Application of Statement 133 to Beneficial Interest in Securitized
Financial Assets, and eliminates a restriction of the passive derivative
instruments that a qualifying special-purpose entity may hold. The Statement is
effective for fiscal years beginning after September 15, 2006. The adoption of
this Statement is not anticipated to have a material impact on the
Companys consolidated financial statements.

In  June 2006,
FASB Interpretation No. 48, Accounting for Uncertainty in  Income Taxes. This
interpretation clarifies the accounting for uncertainty  in income taxes recognized by
prescribing a recognition threshold and  measurement attribute for the financial
statement recognition and measurement of  a tax position taken or expected to be taken in
a tax return. The Interpretation  also provides guidance on derecognition,
classification, interest and penalties,  accounting in interim periods and disclosure.
The Interpretation is effective  for fiscal years beginning after December 15, 2006. Any
effect of adopting FIN 48 will be  recognized as an adjustment to retained earnings on
the date of adoption. The Company is in the  process of evaluating its uncertain tax
positions. The impact, if any, cannot currently be estimated.

In
September 2006, FASB issued SFAS No. 157, Fair Value Measurements.
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP) and expands disclosures
about fair value measurements. The Statement does not require any new fair value
measurements but could change the current practice in measuring current fair
value measurements. The Statement is effective for fiscal years beginning after
November 15, 2007. The Company does not anticipate that the adoption of this
Statement will have a material impact on the Companys consolidated
financial statements.

In
September 2006, the FASB issued SFAS No. 158, Employers Accounting
for Defined Benefit Pension and Other Postretirement Plans  an amendment
of FASB Statements No. 87, 88, 106, and 132 (R). This pronouncement
requires an employer to make certain recognitions, measurements, and disclosures
regarding defined benefit postretirement plans. The Company does not have any
defined benefit postretirement plans, and SFAS No. 158 will not have any impact
on its financial condition and results of operations.

In
September 2006, the Securities and Exchange Commission issued Staff Accounting
Bulletin No 108, Considering the Effects of Prior Year Misstatements in
Current Year Financial Statements (SAB 108). SAB 108 provides
guidance on consideration of the effects of prior year misstatements in
quantifying current year misstatements for the purpose of a materiality
assessment. SAB 108 is effective for fiscal years ending after November 15,
2006. The adoption of SAB 108 did not have an impact on the Companys
consolidated financial statements.

In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities (SFAS 159) which permits
entities to choose to measure many financial instruments and certain other items
at fair value that are not currently required to be measured at fair value. SFAS
159 will be effective for us on January 1, 2008. The Company is currently
evaluating the impact of adopting SFAS 159 on the Companys financial
position, cash flows, and results of operations.

Stock-Based
Compensation

During
2006, there were options for 30,000 shares, at an option price of $1.03,
granted. The options are good for a term of five years and were immediately
vested. Using the Black Scholes Model with the monthly stock-prices as variable
from April 2002, the call option value of these options were calculated to be
$1.09. $32,600 was expensed during 2006 relative to these options. In connection
with the adoption of SFAS123R we assessed our valuation technique and related
assumptions. Consistent with the provisions of SFAS 123R, Staff Accounting
Bulletin #107 (SAB 107), we estimated the fair value of stock option on the date
of grant using the Black Scholes Options Valuation Model and the following
assumptions: Risk free interest rate of 4.76%, Expected life of 2.5 years,
Dividend rate of 0% and Expected volatility of 91.98%.

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Effective
January 1, 2006, the Company adopted Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which
requires the Company to measure the cost of employee services received in
exchange for all equity awards granted including stock options based on the fair
market value of the award as of the grant date. SFAS 123R supersedes Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123) and Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees (APB 25). The Company
has adopted SFAS 123R using the modified prospective method. Accordingly, prior
period amounts have not been restated. Under the modified prospective method,
stock options awards that are granted, modified or settled after December 31,
2005 will be valued at fair value in accordance with provisions of SFAS 123R and
recognized on a straight line basis over the service period of the entire award.
At December 31, 2005, all outstanding stock options were fully vested.

Prior
to January 1, 2006, the Company accounted for stock based compensation under the
recognition and measurement provisions of APB 25 and related interpretations, as
allowed by SFAS 123. The Company had adopted the disclosure-only provisions of
SFAS 123 as amended by SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure. Prior to 2006, the Company
accounted for stock-based compensation in accordance with APB 25 using the
intrinsic value method, which did not require compensation cost to be recognized
for the Companys stock options as all options previously granted had an
exercise price equal to the market value of the underlying common stock on the
date of the grant. There were no options granted in the year ended December 31,
2005 nor was there vesting of prior year option grants. Therefore, there is no
pro-forma effect for the year ended December 31, 2005.

4.   SEGMENT
INFORMATION

The
company has divided its operations into the following reportable segments:
Aircraft maintenance, repair, and overhaul; Aircraft Brokerage; and Part sales.
Each segment represents distinct product lines, marketing, and management of its
business. Limited other services for each company, which represent a small
percentage of income, have been shown in the aggregate.

The
reporting segments follow the same accounting policies used for the
Companys consolidated financial statements and described in the summary of
significant accounting policies.

Selected
information by business segment is presented in the following tables for the
years ended December 31, 2006 and December 31, 2005.

|                                                      | 2006($millions) | 2005($millions) | 2004($millions)
|----------------------------------------------------- | --------------- | --------------- | ---------------
|Segment sales:                                        |                 |                 |                
|Aircraft maintenance                                  |                 | 24.331          |                
|Aircraft trading                                      |                 | 3.223           |                
|Part sales                                            |                 | 11.216          |                
|Other                                                 |                 | 2.354           |                
|                                                      |                 |                 |                
|Sub Total                                             |                 | 41.124          |                
|                                                      |                 |                 |                
|Elimination of intersegment sales                     |                 | -6.582          |                
|                                                      |                 |                 |                
|Total consolidated sales                              |                 | 34.542          |                
|                                                      |                 |                 |                
|                                                      |                 |                 |                
|                                                      |                 |                 |                
|Operating income:                                     |                 |                 |                
|Aircraft maintenance                                  |                 | 4.554           |                
|Aircraft trading                                      |                 | .033            |                
|Part sales                                            |                 | 2.429           |                
|Other                                                 |                 | 1.585           |                
|                                                      |                 |                 |                
|Sub total                                             |                 | 8.601           |                
|                                                      |                 |                 |                
|Selling, general, administrative expense              |                 | -8.547          |                
|Penalties                                             |                 | -.012           |                
|Other, net                                            |                 | -.465           |                
|2005 share of Jetglobal net income (aircraft trading) |                 | 1.809           |                
|                                                      |                 |                 |                
|                                                      |                 |                 |                
|Consolidated earnings before taxes                    |                 | 1.213           |                
|                                                      |                 |                 |                
|Interest income by segment                            |                 |                 |                
|Aircraft maintenance                                  |                 | .029            |                
|Aircraft trading                                      |                 | .011            |                
|Part sales                                            |                 |                 |                
|Corporate                                             |                 | .036            |                
|Total interest income                                 |                 | .076            |                
|                                                      |                 |                 |                
|Interest expense by segment                           |                 |                 |                
|Aircraft maintenance                                  |                 | .059            |                
|Aircraft trading                                      |                 | .083            |                
|Part sales                                            |                 | .005            |                
|Corporate                                             |                 | .440            |                
|Total interest expense                                |                 | .587            |                
|                                                      |                 |                 |                
|                                                      |                 |                 |                

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|                                         | 2006($) | 2005($)    | 2004($)
|---------------------------------------- | ------- | ---------- | -------
|Depreciation and amortization by segment |         |            |        
|Aircraft maintenance                     |         | 409,779    |        
|Aircraft brokerage                       |         |            |        
|Part sales                               |         |            |        
|                                         |         |            |        
|Corporate                                |         | 335,308    |        
|Total                                    |         | 745,087    |        
|                                         |         |            |        
|                                         |         |            |        
|Net asset values:                        |         |            |        
|Aircraft maintenance                     |         | 9,658,216  |        
|Aircraft trading                         |         | 2,129,816  |        
|Part sales                               |         | 6,541,517  |        
|                                         |         |            |        
|Corporate                                |         | 10,908,506 |        
|Total                                    |         | 29,238,055 |        
|                                         |         |            |        
|                                         |         |            |        
|Capital expenditures:                    |         |            |        
|Aircraft maintenance                     |         | 320,495    |        
|Aircraft brokerage                       |         |            |        
|Part sales                               |         |            |        
|                                         |         |            |        
|Corporate                                |         | 160,236    |        
|Total                                    |         | 480,731    |        
|                                         |         |            |        
|                                         |         |            |        

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The Companys
facilities and assets are primarily located in the United States.  During 2006, the
Company formed a Mexican  corporation, Hamilton SA de C.V.  Minimal supplies are secured
from local dealers using the foreign currency but all major revenue  and expense
transactions are transacted in U.S. dollars.  The Company sells and ships to several
foreign countries.  All foreign  revenues are collected and recorded in U.S. dollars.
Geographic information regarding sales to foreign countries is presented in the
following table:

|               | YearEndedDecember 31,2006Dollars | YearEndedDecember 31,2005Dollars | YearEndedDecember 31,2004Dollars
|-------------- | -------------------------------- | -------------------------------- | --------------------------------
|Angola         |                                  | 54,232                           |                                 
|Australia      |                                  |                                  |                                 
|Brazil         |                                  |                                  |                                 
|Canada         |                                  | 75                               |                                 
|Cambodia       |                                  | 73,041                           |                                 
|Columbia       |                                  |                                  |                                 
|Ecuador        |                                  |                                  |                                 
|Germany        |                                  | 1,220                            |                                 
|Guam           |                                  |                                  |                                 
|Hong Kong      |                                  |                                  |                                 
|Indonesia      |                                  |                                  |                                 
|Ireland        |                                  |                                  |                                 
|Israel         |                                  | 25                               |                                 
|Italy          |                                  | 955                              |                                 
|Jordan         |                                  | 2,032,460                        |                                 
|Korea          |                                  | 154,010                          |                                 
|Lebanon        |                                  | 290,088                          |                                 
|Malawi         |                                  | 111,000                          |                                 
|Mexico         |                                  | 6,942,499                        |                                 
|Nigeria        |                                  |                                  |                                 
|Pakistan       |                                  | 68,000                           |                                 
|Peru           |                                  |                                  |                                 
|Philippines    |                                  | 230,916                          |                                 
|Romania        |                                  |                                  |                                 
|Scotland       |                                  |                                  |                                 
|South Africa   |                                  |                                  |                                 
|Spain          |                                  | 32,600                           |                                 
|Tunisia        |                                  |                                  |                                 
|UAE            |                                  | 111,848                          |                                 
|United Kingdom |                                  | 98,383                           |                                 
|Venezuela      |                                  |                                  |                                 
|               |                                  |                                  |                                 
|TOTALS         |                                  | 10,201,352                       |                                 
|               |                                  |                                  |                                 

5.   EQUITY
IN NET ASSETS AND ADVANCES TO AFFILIATES

On August 26,
2005, the Company together with BCI Aircraft Leasing, (BCI), formed a joint
venture, Jetglobal, LLC, a Delaware  limited liability company.  This is a special
purpose LLC formed to acquire and remarket commercial jet aircraft.  BCI will be
primarily responsible for the marketing aspects of Jetglobal while the Company will be
responsible for the technical, repair and  maintenance aspects associated with
remarketing purchased aircraft.  The Company invested an initial amount of $1,125,000 for
a 30%  membership interest and BCI invested an initial amount of $2,625,000 for a 70%
membership interest in Jetglobal.  Pursuant to the  terms of JetGlobals Operating
Agreement, although the Company has a 30% membership and profit interest, it is only
responsible for  25% of the costs and expenses associated with Jetglobal including any
business transactions.

As of December
31, 2006, Equity in net assets and advances to affiliates consisted of the following:

|                                                 | 
|------------------------------------------------ | 
|                                                 | 
|Initial investment in Jetglobal                  | 
|Payment of 25% share of purchase of aircraft     | 
|Reimbursement payments for 25% share of aircraft | 
|Expenses paid on behalf of Jetglobal             | 
|Share of 2005 net loss                           | 
|Payment of earnings share to Global              | 
|Distribution of Aircraft                         | 
|Share of 2006 income                             | 
|                                                 | 
|Balance at December 31, 2006                     | 
|                                                 | 
|                                                 | 

Page 70



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Consolidated
retained earnings at December 31, 2006, include $1,350,871 of undistributed earnings of
Jetglobal.

The December
31, 2006 balance sheet of Jetglobal has assets of $17,319,000 and liabilities of
$3,118,939.  The December 31, 2005 balance sheet of Jetglobal had assets of $15,067,310
and $76,055 liabilities.

During
2005, Jetglobal had a sale rescinded due to a customer canceling a sales
agreement. This sale was guaranteed by Jetglobals other partner, BCI. This
other partner and the Company entered into an agreement in 2005 wherein Global
sold its interest in the four aircraft that were part of the 2005 rescinded
transaction to its Jetglobal partner, BCI, at a price of $1,957,692 and a profit
of $1,268,970. The cost for the aircraft was the original JetGlobal acquisition
cost. Global transferred all of its rights in the four aircraft from JetGlobal
to BCI. Because the aircraft were sold to the controlling owner, BCI, the sale
was effectively accounted for by Jetglobal as a distribution of the aircraft to
the controlling owner. In 2005, this transaction was classified as a component
of the Companys equity in the net income of Jetglobal. However, it was a
transaction between the two joint venture partners and is now classified as such
in the 2005 financial statements.

Management
has decided to transfer the Companys ownership interest in Jetglobal to BCI in
consideration for cash and assets towards settlement. The parties are now
drafting an agreement wherein it is anticipated that BCI will pay the Company cash plus transfer, free and
clear, ownership to the Company of enough aircraft out of the Jetglobal assets
to settle in full all amounts due the Company for services provided to BCI and
from the Companys ownership in Jetglobal. A final agreement and settlement
has not been reached between the companies at this time.

6.   INVENTORY

Inventories
consisted of the following:

|                     | 2006 | 2005      
|-------------------- | ---- | ----------
|Maintenance Hardware |      | $1,030,465
|Parts for Resale     |      | $6,554,455
|Aircraft & Engine    |      | 267,771   
|                     |      |           
|                     |      |           
|                     |      | $7,852,691
|                     |      |           

Management
reviews listed inventory items to determine whether there are slow moving or
obsolete items. At December 31, 2006, it was managements determination
that the carrying value of the inventory items is appropriate and that there
were no items requiring an allowance because the carrying value exceeds net
realizable value.

7.   PROPERTY,
PLANT AND EQUIPMENT

|                                   | 2006 | 2005              
|---------------------------------- | ---- | ------------------
|Gross Asset Values                 |      |                   
|Values                             |      |                   
|                                   |      |                   
|Land and improvements              |      | $           25,094
|                                   |      |                   
|Buildings and improvements         |      | 201,080           
|                                   |      |                   
|Vehicles                           |      | 78,161            
|                                   |      |                   
|Machinery and equipment            |      | 2,058,291         
|                                   |      |                   
|Computers and software             |      | 332,755           
|                                   |      |                   
|Other office equipment             |      | 112,638           
|                                   |      |                   
|Equipment under capital lease      |      | 305,219           
|                                   |      |                   
|Subtotal                           |      | 3,113,238         
|                                   |      |                   
|Less accumulated depreciation      |      | 1,592,201         
|                                   |      |                   
|                                   |      |                   
|Property, plant and equipment, Net |      | $      1,521,037  
|                                   |      |                   
|                                   |      |                   

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During
2006 and 2005, depreciation expense was $582,710 and $489,818 respectively.

Property,
plant and equipment include gross assets acquired under capital leases of $4,999
and $305,219 at December 31, 2005 and September 30, 2006, respectively. Related
amortization, which is included in accumulated depreciation, was $500 and
$24,385 at December 31, 2005 and December 31, 2006, respectively. Capital leases
to acquire machinery and equipment totaled ($235,670) and to acquire other
office equipment totaled ($69,549) at December 31, 2006. Amortization of assets
under capital leases is included in depreciation expense.

8.   
LEASES AND CAPITAL LEASES

Globals
wholly owned subsidiary, Hamilton Aerospace Technologies, Inc.
(HAT), currently conducts operations on leased property at the
Tucson International Airport, (TIA). Currently, World Jet is
occupying space under this same lease. The lease is a one-year lease commencing
March 1, 2005 and permits HAT to apply for two additional one-year options. TIA
is implementing a Master Plan for airport development, which precludes issuing a
long-term lease to HAT, but will not effect HATs facilities for at least
five years. There is also executive office space leased at 6451 South Country
Club under a five-year lease. Mexican operations require the use of operational
and office facilities. These properties are covered by a use agreement and that
agreement can be terminated at any time with 60 days notice. Below is a table
showing the total of lease commitments at December 31, 2006.

Operating
Leases

|                | Min LeasePayments2006$ | Min LeasePayments2007$ | Min LeasePayments2008$ | Min LeasePayments2009$ | Min LeasePayments2010$ | Min LeasePayments2011$ | TOTALS$
|--------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | -------
|Premises 6901   |                        |                        |                        |                        |                        |                        |        
|S. Park         |                        | 315,621.27             |                        | 79,557.10              |                        |                        |        
|                |                        |                        |                        |                        |                        |                        |        
|A/C storage     |                        |                        |                        |                        |                        |                        |        
|area adjacent   |                        |                        |                        |                        |                        |                        |        
|to 6901 S Park  |                        | 43,030.000             |                        |                        |                        |                        |        
|                |                        |                        |                        |                        |                        |                        |        
|Office space    |                        |                        |                        |                        |                        |                        |        
|6451 S. Country |                        |                        |                        |                        |                        |                        |        
|Club            |                        | 9,071.61               |                        | 38,279.10              |                        | 39,627.94              |        
|                |                        |                        |                        |                        |                        |                        |        
|Premises 6900   |                        |                        |                        |                        |                        |                        |        
|S. Park         |                        | 87,903.70              |                        |                        |                        |                        |        
|                |                        |                        |                        |                        |                        |                        |        
|Inventory       |                        |                        |                        |                        |                        |                        |        
|storage 7001 S  |                        |                        |                        |                        |                        |                        |        
|Park            |                        | 209,184.00             |                        | 52,728.00              |                        |                        |        
|                |                        |                        |                        |                        |                        |                        |        
|Premises        |                        |                        |                        |                        |                        |                        |        
|Tijuana Mexico  |                        | 172,245.98             |                        |                        |                        |                        |        
|                |                        |                        |                        |                        |                        |                        |        
|Offices Tijuana |                        |                        |                        |                        |                        |                        |        
|Mexico          |                        | 27,250.01              |                        |                        |                        |                        |        
|                |                        |                        |                        |                        |                        |                        |        
|                |                        |                        |                        |                        |                        |                        |        
|                |                        |                        |                        |                        |                        |                        |        
|Total Operating |                        |                        |                        |                        |                        |                        |        
|Lease           |                        |                        |                        |                        |                        |                        |        
|Commitments     |                        | 864,306                |                        | 170,564                |                        | 39,627                 |        
|                |                        |                        |                        |                        |                        |                        |        
|                |                        |                        |                        |                        |                        |                        |        

The  Company
has entered into capital lease agreements to facilitate the purchase of  various types of
equipment. Below is a table showing the total lease commitments  under those agreements
and the present value of those lease commitments.

Page 72



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Capital
Leases

|                 | Min LeasePayments2006$ | Min LeasePayments2007$ | Min LeasePayments2008$ | Min LeasePayments2009$ | Min LeasePayments2010$ | Min LeasePayments2001$ | TOTALS$
|---------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | -------
|Telephone        |                        | 6,331.64               |                        | 15,699.48              |                        | 15,699.48              |        
|systems          |                        |                        |                        |                        |                        |                        |        
|                 |                        |                        |                        |                        |                        |                        |        
|Office equipment |                        | 1,845.24               |                        | 2,817.24               |                        | 2,817.24               |        
|                 |                        |                        |                        |                        |                        |                        |        
|A/C maintenance  |                        |                        |                        |                        |                        |                        |        
|equipment        |                        | 24,362.30              |                        | 58,469.52              |                        | 58,469.52              |        
|                 |                        |                        |                        |                        |                        |                        |        
|Total Capital    |                        |                        |                        |                        |                        |                        |        
|Lease            |                        |                        |                        |                        |                        |                        |        
|Commitments      |                        | 32,539.18              |                        | 76,986.24              |                        | 76,986.24              |        
|                 |                        |                        |                        |                        |                        |                        |        
|Present Value    |                        |                        |                        |                        |                        |                        |        
|of Capital       |                        |                        |                        |                        |                        |                        |        
|Lease            |                        |                        |                        |                        |                        |                        |        
|Commitments      |                        | 27,698                 |                        | 53,247                 |                        | 58,337                 |        
|                 |                        |                        |                        |                        |                        |                        |        
|                 |                        |                        |                        |                        |                        |                        |        
|                 |                        |                        |                        |                        |                        |                        |        

9.   
SHAREHOLDERS' EQUITY

In January
2005, 50,000 options, issued as compensation for outside consultancy services, were
exercised at the option price of  $.30  per share.

On August 3,
2005, warrants were converted to 7,200,000 shares of common stock at $.68 per share.

On August 30,
2005, warrants were converted to 399,000 shares of common stock under the non-cash
conversion terms of the original  agreement of issue.

On September
14, 2005, outstanding warrants were converted to 22,812 shares of common stock under the
non-cash conversion terms of  the original agreement of issue.

On November 23,
2005, 60,000 shares were issued to employees pursuant to 2004 employment agreements.

In the year
ended December 31, 2005 the Company granted 200,000 shares under restricted stock awards
to two directors.  The price at  measurement date was $.80 per share 100,000 shares were
vested in 2005, $80,000 was expensed in 2005 and 100,000 shares will vest in  2006 and
$80,000 will be expensed at a rate of 1/12 per month during 2006.

On November
23, 2005 15,000 share of common stock were issued to an employee as a bonus.  The price
per share at measurement date was  $1.30 and the Company has recorded a $19,500 expense
in connection with the transaction.

Page 73



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On December 27,
2005, outstanding warrants were converted to 21,017 shares of common stock under the
non-cash conversion terms of the  original agreement of issue.

During the
first  quarter of 2006,  10,000  shares of common stock were issued to a new director as
a signing  bonus.  The price of the  stock at measurement date was $1.39.

On March 9th of
2006,  100,000  shares of common stock were issued  pursuant to the  completion  of
services  contracted  for under two  separate  agreements.  The expense under the agreement was $70,000.00.

On April 4,
2006,  96,154  shares of common stock were issued for a  consideration  of $96,154.
These shares were relative to warrants  that had been outstanding at $1.00 per share.

On April 7,
2006,  100,000 shares of common stock were issued as compensation  for outside
consultancy  services.  The services are to  be performed  during 2006 and 1/12 of the
related  expense will be taken monthly  during 2006.  The value of the shares at
measurement  date was $153,000.

On May 9, 2006,
165,814  shares of common stock were issued under the non-cash  provisions of warrants
@$.34 per share.  The non-cash  calculation eliminated all of the availability of 219,000
shares under the warrants.

Under the terms
of a new  three-year  employment  contract,  which begins June 1, 2006,  75,000 shares of
common stock will vest on May  31, 2007,  100,000  shares of common stock will vest on
May 31, 2008 and 125,000  shares of common stock will vest on May 31, 2009. The
measurement date for this transaction is May 3, 2006.

On August 8,
2006,  125,124  shares of common  stock were issued  under the  non-cash  provisions  of
warrants @ $0.68 per share.  The  non-cash calculation eliminated all of the availability
of 240,000 shares under the warrants.

On August 28,
2006,  270,000 shares of common stock were issued  pursuant to the vesting of shares
granted under  employment  contracts  entered  into in 2004.  The price of the shares at
measurement  date was $0.60 pre share.  The  appropriate  expense has been  entered  into
the Companys financial statements, on a monthly basis, during the two-year vesting
period.

Under the terms
of a new  employment  contract,  which began July 1, 2006,  20,000 shares of common stock
were issued to an employee on  August 28, 2006 The  agreement  calls for 20,000  shares
to be earned  during the second year and issued July 1, 2007 and 20,000 shares  to be
earned  during  the  third  year and  issued  July 1,  2008.  The price of the  stock at
measurement  date was $1.20 per  share.  Expenses for the stock will be entered into the
financial statements on a monthly basis during the three-year term of the agreement.

On September 1,
2006,  20,000 shares of common stock were issued to two directors,  10,000 shares each,
under the terms of the director  compensation  plan approved by the  shareholders in the
annual meeting held May of 2006. The price of these shares at measurement  date  was
$1.35 per share.  Appropriate expenses have been recorded in the Companys financial
statements for the third quarter of 2006

On December 29,
2006, 62,500 shares of common stock were issued under an employment agreement.  The price
at measurement date was  $.95.  The terms of the employment contract, originally dated
June 1, 2006 were amended at this time and 62,500 shares will vest and  subsequently be
issued each six months during the contract term for a total of $375,000 shares.

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|                  | Share valueonMeasurementDate | Vesting Date | 
|----------------- | ---------------------------- | ------------ | 
|                  |                              |              | 
|Common Shares     |                              |              | 
|Issued and        |                              |              | 
|Outstanding at    |                              |              | 
|December 31, 2005 |                              |              | 
|                  |                              |              | 
|Unconverted       |                              |              | 
|Warrants Issued:  |                              |              | 
|@ $0.68           |                              | .50          | 
|@ $1.36           |                              | .50          | 
|@ $0.52           |                              | .65          | 
|@ $1.00           |                              | .65          | 
|@ $1.36           |                              | .65          | 
|Subtotal          |                              |              | 
|                  |                              |              | 
|Options Issued:   |                              |              | 
|@ $0.17           |                              | .23          | 
|                  |                              | 1.03         | 
|Subtotal          |                              |              | 
|                  |                              |              | 
|Awards of stock   |                              |              | 
|pending under     |                              |              | 
|employment        |                              |              | 
|contracts         |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|Subtotal          |                              |              | 
|                  |                              |              | 
|Total             |                              |              | 
|                  |                              |              | 
|                  |                              |              | 

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SUMMARY OF
EQUITY COMPENSATION STOCK-OPTION PLANS

|PLAN NAME                             | TOTAL SHARES | ISSUED    | AVAILABLE
|------------------------------------- | ------------ | --------- | ---------
|2002 Compensatory Stock Option Plan   |              | 3,000,000 |          
|2003 Employee Stock Compensation Plan |              | 5,000,000 |          
|                                      |              |           |          
|                                      |              |           |          

Stock-based
Compensation Disclosure

Stock
issued under plans to employees was issued at the value of the stock at the
measurement date. All options issued were immediately exercisable. Until 2004,
options issued were immediately exercised. Those options issued to employees
that were not immediately exercised remained outstanding at September 30, 2006
and are summarized below:

|                        |  | Weighted AverageExercise Price | 
|----------------------- |  | ------------------------------ | 
|Options outstanding at  |  | 900,000                        | 
|beginning of year       |  |                                | 
|                        |  |                                | 
|Granted during year     |  | 30,000                         | 
|                        |  |                                | 
|Exercised year          |  | None                           | 
|                        |  |                                | 
|Forfeited year          |  | None                           | 
|                        |  |                                | 
|Outstanding at          |  | 930,000                        | 
|12/31/2006              |  |                                | 
|                        |  |                                | 
|Options exercisable at  |  | 930,000                        | 
|year end                |  |                                | 
|                        |  |                                | 
|Weighted average fair   |  | $1.09                          | 
|value of options        |  |                                | 
|granted during the year |  |                                | 
|                        |  |                                | 
|                        |  |                                | 

The
aggregate remaining contractual lives in years for the 900,000 and 30,000
options outstanding and exercisable on December 31, 2006 was 2.47 and 4.85,
respectively. Aggregate intrinsic value represents total pretax intrinsic value
(the difference between Globals closing stock price on December 31, 2006
and the exercise price, multiplied by the number of in-the-money options) that
would have been received by the option holders had all option holders executed
their options on December 31, 2006. This amount changes based on the fair market
value of Globals stock. The total intrinsic value of options outstanding
as of December 31, 2006 was $783,300. The total intrinsic value of options
exercisable on December 31, 2006 was $783,300. There were no options exercised
during the year ended December 31, 2006. The Company issues new shares of common
stock upon the exercise of stock options.

At
December 31, 2006, 1,965,000 shares were available for future grants under the
Companys 2002 Compensatory Stock Option Plan and 342,500 shares were
available for future grants under the Companys 2003 Employee Stock Option
Plan. At December 31, 2006, the Company had approximately $729,000 of total
unamortized compensation expense, net of estimated forfeitures, related to stock
option plans that will be recognized over the weighted average period of 2.47
years.

Page 76



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The
900,000 options issued in 2004 were issued at $0.06 below the share price on the
measurement date. Expense in the amount of $54,000 was included in selling,
general and administrative expenses for 2004. Because the options were
immediately available the intrinsic value and the fair value of the options is
calculated at the same $.23 per share.

|                        | 2005Weighted Average Exercise Price |                  | 
|----------------------- | ----------------------------------- | ---------------- | 
|Options outstanding at  |                                     | 1,050,000        | 
|beginning of year       |                                     |                  | 
|                        |                                     |                  | 
|Granted during year     |                                     | None             | 
|                        |                                     |                  | 
|Exercised during year   |                                     | 50,000           | 
|                        |                                     |                  | 
|Cancelled during year   |                                     | 100,000          | 
|                        |                                     |                  | 
|Forfeited during year   |                                     |                  | 
|                        |                                     |                  | 
|Outstanding at          |                                     | 900,000          | 
|12/31/2005              |                                     |                  | 
|                        |                                     |                  | 
|Options exercisable at  |                                     | 900,000          | 
|year-end                |                                     |                  | 
|                        |                                     |                  | 
|Weighted average fair   |                                     | $              0 | 
|value of options        |                                     |                  | 
|granted during the year |                                     |                  | 

10.   
NOTE PAYABLE

On
December 9, 2005, Global Aircraft Solutions, Inc (Global), Hamilton
Aerospace Technologies, Inc. (HAT), a wholly owned subsidiary of
Global Aircraft Solutions, Inc. and World Jet Corporation, (WJ) a
wholly owned subsidiary of Global Aircraft Solutions, Inc. (collectively the
Borrowers) closed on a first Modification to the May 5, 2005 Initial
Loan Agreement with M&I Marshall & Ilsley Bank (M&I
Bank). The modification increased the $2.5 million operating line of
credit to $5 million (Line of Credit); added a Guidance Line of
Credit in the amount of $7 million (Guidance Credit) solely for the
acquisition of aircraft and Letter of Credit Facilities in combined amounts not
to exceed $200,000.00. The Guidance Credit portion of the agreement has expired
and no longer exists. The interest rate on the Line of Credit was reduced from
3.50% per annum to 3.00% per annum in excess of the applicable LIBOR rate. At
December the applicable interest rate was 7.39% per annum. The interest rate for
each Letter of Credit Facility, if drawn upon, shall also be 3.00% per annum in
excess of the applicable LIBOR rate. The Line of Credit and any Letter of Credit
Facility remains secured by a first priority lien on Globals, HATs
and WJs personal property. The term of the Line of Credit and the Letter
of Credit Facility all expire on October 31, 2007 and the entire outstanding
principal balance, all accrued and unpaid interest, and all other sums due and
payable under the Line of Credit shall be due on the expiration date.

While
there is no required monthly repayment obligation of the Line of Credit, the
Line of Credit is based upon and limited by a borrowing base equal to the sum of
80% of the outstanding amount of all Eligible Accounts as defined in the Loan
Agreement and 50% of the net book value of all Eligible Inventory as defined in
the Loan Agreement. If any Letter of Credit Facility is drawn upon, all
principal and accrued and unpaid interest shall be due and payable upon demand.

Page 77



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The
Borrowers paid total fees and expenses of approximately $37,500.00 in connection
with the modification to the Line of Credit and addition of the Guidance Credit
and Letter of Credit Facility. The Borrowers will owe the bank a fee for the
issuance of any Letter of Credit in the amount of 2% of the amount of the letter
of credit.

The
balance due of the Line of Credit at December 31, 2006 was $4,814,397.30. The
Line of Credit also secures a Letter of Credit for $128,000, which was issued to
TAA as part of the lease agreement for the HAT facility. The total available
credit facility is $5,000,000 at December 31, 2006 subject to the borrowing
base.

At
December 31, 2006, the Company was in compliance with the quick ratio (defined
as cash, liquid cash equivalents and accounts receivable, divided by current
liabilities) covenant of the loan agreement. The ratio is to be at least .60 to
1. At December 31, 2006 the ratio for the Company was 65 to 1.

11.    RELATED
PARTY TRANSACTIONS

BCI Aircraft
Leasing, Inc.

BCI
Aircraft Leasing, Inc., Globals partner in Jetglobal, see Note 6,
accounted for 16.6% of Company revenue during 2006 and 4% during 2005. The
account receivable from BCI at December 31, 2006 was $1,827,481.90 and at
December 31, 2005 was $141,591.86.

Jetglobal,
LLC accounted for 7.2% of the Companys revenue in 2006. The total amount
due to the Company from Jetglobal was $1,093,316.19. Jetglobalss December
31, 2005 balance was $90.00.

BCI
Jet, a BCI controlled company, accounted for 3.8% of the Companys revenue
in 2006. BCI Jet owed the Company $1,300,000 at December 31, 2006. BCI Jet had
no balance due at December 31, 2005.

During 2005,
Jetglobal had a sale rescinded due to a customer canceling a sales agreement. This sale
was guaranteed by  Jetglobals other partner, BCI. In settlement of the guarantee
commitment to Jetglobal BCI agreed to take the aircraft in a  distribution from Jetglobal
and provide Global with a payment equal to its share of lost earnings. As a result, BCI
and the  Company entered into a settlement agreement for $1,957,692. The Company recorded
the settlement as a gain for $1,268,970 and  reduced its investment in Jetglobal for
$688,722, which represents the Companys interest in the aircraft at the
acquisition cost of Jetglobal.

12.   
CONTRACTS IN PROGRESS

At
December 31, 2006and December 31, 2005, costs and estimated earnings in excess
of billings and billings in excess of costs and estimated earnings on
uncompleted contracts consist of the following:

|                                        | 2006 | 2005          
|--------------------------------------- | ---- | --------------
|Costs incurred on uncompleted contracts |      | 1,486,387     
|                                        |      |               
|Profit earned to date                   |      | 521,378       
|                                        |      |               
|                                        |      |               
|                                        |      | $ 2,007,765   
|                                        |      |               
|Less: Billings to date                  |      | (2,314,710    
|                                        |      |               
|                                        |      |               
|                                        |      | ($     306,945
|                                        |      |               
|                                        |      |               

Included in the
accompanying balance sheet at December 31, 2006 and 2005 under the following caption:

Billings in
excess of costs and estimated earnings on uncompleted contracts

|                                    | 2006 | 2005     
|----------------------------------- | ---- | ---------
|Billings in excess from above       |      | ($306,945
|                                    |      |          
|Time and material earnings unbilled |      | 82,899   
|                                    |      |          
|                                    |      |          
|Net                                 |      | ($224,046
|                                    |      |          
|                                    |      |          

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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.

13.    TRADE
ACCOUNTS RECEIVABLE

As of
December 31, 2006 and December 31, 2005, trade accounts receivable consist of
the following:

|                             | 2006 | 2005        | 2004
|---------------------------- | ---- | ----------- | ----
|Contracts in progress        |      | $ 1,158,998 |     
|Completed contracts          |      | 7,185,118   |     
|                             |      |             |     
|                             |      |             |     
|                             |      | $ 8,344,116 |     
|                             |      |             |     
|Less: allowance for doubtful |      |             |     
|accounts                     |      | (473,317    | )   
|                             |      |             |     
|                             |      |             |     
|                             |      | $ 7,870,799 |     
|                             |      |             |     

The
amounts charged to the allowance for doubtful accounts are as follows for the
years ended December 31:

|Year | Balance at theBeginning of Year | Charged toExpense | Deductions | Balance at theEnd of Year
|---- | ------------------------------- | ----------------- | ---------- | -------------------------
|2004 |                                 | $  38,655         |            | $  14,494                
|2005 |                                 | $  53,149         |            | $437,208                 
|2006 |                                 | $292,507          |            | $337,508                 
|     |                                 |                   |            |                          

Deductions
represent recovery of previously reserved amounts.

14.    NOTES
RECEIVABLE

On
September 1, 2003 Global was tendered a $100,000 note receivable. The note bears
interest at 5%. The due date of the note was extended to December 20, 2006. At
December 31, 2006, the note, plus interest, was outstanding in the amount of
$116,671. During January 2007, the note plus accrued interest was paid in
full.

During
the 4th quarter of 2005, a note receivable in the amount of $600,000 was issued
to the Company by Avolar Aero Lineas S.A. de C.V. The due date of the note was
extended to June 30, 2007. The note bears interest at 6.5% per annum. At
December 31, 2006, the balance due plus interest was $339,186. This note is not collateralized.

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15.    INCOME
TAXES

The following
table summarizes components of income tax expense for the years ended December 31, 2006,
2005, 2004:

|                             | 2006 | 2005         | 2004
|---------------------------- | ---- | ------------ | ----
|Current provision/(benefit)  |      | $    211,382 |     
|                             |      |              |     
|Deferred provision/(benefit) |      | $   175,118  |     
|                             |      |              |     
|                             |      |              |     
|                             |      | $   386,500  |     
|                             |      |              |     
|                             |      |              |     

Below is a
reconciliation of the differences between the effective and statutory rates for the years
ended December 31, 2006, 2005 and 2004:

|                                                             | 2006 | 2005      | 2004
|------------------------------------------------------------ | ---- | --------- | ----
|Federal income tax expense (benefit) at                      |      | $412,355  |     
|statutory rate (34%)                                         |      |           |     
|                                                             |      |           |     
|                                                             |      |           |     
|State income tax expense (benefit) net of federal tax effect |      | 84,654    |     
|                                                             |      |           |     
|Benefit of net operating loss carryover                      |      |           |     
|                                                             |      |           |     
|                                                             |      |           |     
|Deferred income tax valuation allowance                      |      | (57,000   | )   
|                                                             |      |           |     
|Permanent differences                                        |      | (31,145   | )   
|Tax credits and other                                        |      |           |     
|                                                             |      | (84,654   | )   
|                                                             |      |           |     
|Net income tax expense                                       |      |           |     
|                                                             |      | $ 386,500 |     
|                                                             |      |           |     
|                                                             |      |           |     

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.

The components
of deferred taxes at December 31, 2006 and December 31, 2005 in the accompanying balance
sheet is summarized below:

|                                       | 2006 | 2005    
|-------------------------------------- | ---- | --------
|Deferred tax assets                    |      |         
|Allowance for bad debts                |      | $186,802
|Amortization of intangibles            |      | 164,069 
|                                       |      |         
|Accrued vacation and                   |      |         
|compensation                           |      | 85,413  
|                                       |      |         
|Other                                  |      | 27,293  
|                                       |      |         
|                                       |      |         
|                                       |      | $463,577
|                                       |      |         
|Deferred tax liabilities               |      |         
|Depreciation                           |      | $139,911
|Investment in affiliate                |      | 368,185 
|Deferred tax liabilities               |      | $508,096
|Valuation allowance                    |      | 0       
|                                       |      |         
|                                       |      |         
|Deferred tax assets (liabilities), net |      | $(44,519
|                                       |      |         
|                                       |      |         

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16.   
CONCENTRATION OF REVENUES

The
Companys top four customers accounted for 48.5% of sales during the year
ended December 31, 2006. The Companys top four customers accounted for
37.6% of sales during the year ended December 31, 2005 and 56% during the same
period in 2004. Three customers accounted for 63.8% of the Companys
accounts receivable at December 31, 2006. Five customers accounted for 45% of
the Companys accounts receivable at December 31, 2005. 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. 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 2006, 2005 and 2004 are
listed in the table below:

|2006-Top FourCustomers | 2006-% OfRevenues | 2005-Top FourCustomers | 2005-% OfRevenues | 2004-Top FourCustomers | 2004-% OfRevenues
|---------------------- | ----------------- | ---------------------- | ----------------- | ---------------------- | -----------------
|Customer H             |                   | 18                     | .4                | Customer E             |                  
|                       |                   |                        |                   |                        |                  
|Customer I             |                   | 20                     | .3                | Customer C             |                  
|                       |                   |                        |                   |                        |                  
|Customer J             |                   | 7                      | .2                | Customer F             |                  
|                       |                   |                        |                   |                        |                  
|Customer K             |                   | 6                      | .5                | Customer G             |                  
|                       |                   |                        |                   |                        |                  
|Top Four-2006          |                   | 52                     | .4                | Top Four-2005          |                  
|Total %                |                   |                        |                   | Total %                |                  
|                       |                   |                        |                   |                        |                  

17.   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. During the first and second quarters of 2004 our
World Jet, subsidiary successfully negotiated with creditors reductions in some
liabilities which resulted in gains totaling $449,338.

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:     | GlobalAircraft | HamiltonAerospace | WorldJet | Consolidated
|------------------ | -------------- | ----------------- | -------- | ------------
|                   |                |                   |          |             
|March 31, 2004     |                |                   |          | $  88,000   
|June 30, 2004      |                |                   |          |             
|September 30, 2004 |                |                   |          | $607,194    
|December 31, 2004  |                |                   |          |             
|                   |                |                   |          |             
|Totals for Year    |                | $          -0-    |          | $695,194    
|                   |                |                   |          |             
|                   |                |                   |          |             

18.   
SUBSEQUENT EVENTS

On March 13,
2007,  the Company announced that they have acquired a 20% ownership interest in, and
entered into an exclusive service  agreement with, Global Aircraft Leasing Partners
("GALP"). Concurrently, the Company entered into a financial advisory services
agreement with B. Riley & Co., Inc. (B. Riley).

GALP
is a start-up aircraft-leasing venture formed to acquire aircraft through a
combination of debt and equity financing, and lease these commercial jet
aircraft to operators throughout the world. GACF and GALP have entered into a
strategic alliance wherein Global will acquire a 20% interest in GALP in
exchange for a capital contribution of $20,000, together with infrastructure,
industry expertise, management assistance, and other non-monetary contributions.
Global Aircraft will specifically not be required to invest capital in aircraft
acquired by GALP. Other members of GALP will include equity funding specialists
and aircraft leasing professionals. Global Aircraft and GALP have also agreed
that Global will have first right of refusal for all aircraft maintenance,
aircraft parts and technical consulting requirements GALP may have as a result
of its aircraft acquisition and leasing activities. Global expects that its
strategic partnership with GALP will have a positive effect upon the volume of
its MRO and parts sales businesses.

Additionally,
GALP has entered into an agreement with B. Riley wherein GALP will provide the
equity portion for GALP aircraft acquisitions, while B. Riley will assist in
securing the debt portion of the financing for those acquisitions. B. Riley has
also agreed to assist Global in obtaining an expanded operating credit facility
as well as a $25,000,000 credit facility for Global to pursue its own aircraft
trading opportunities.

Subsequent to
December 31, 2006 the Company entered into an agreement to sell a 49% interest in one of
its subsidiaries, World  Jet. The Company entered into a letter of intent with the buyer
in April 2007 for a sales price of approximately $6,000,000.

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On March 13,
2007 the Company also announced that Ian Herman would continue his duties as Chairman of
the Company, while John Sawyer,  President of Global, will be assuming the title of CEO.
Mr. Herman advised the Company that he would be devoting the majority of his  time to the
development of the start-up aircraft leasing company, Global Aircraft Leasing Partners,
LLC (GALP).  The Companys Board  of Directors has ratified Mr. Sawyer's appointment
as CEO, the strategic alliance with GALP, and the engagement of B. Riley.

Avolars
increasing fleet size resulted in increasing receivables due Hamilton Aerospace.
At the same time, Avolars past due receivables increased significantly. In
order to protect the Companys financial status, late in February
Management put Avolar on a COD basis and negotiated a schedule for Avolar to
bring its account current. The parties also agreed that Avolar would obtain
whatever services and credit it could from other maintenance service providers
in order to facilitate Avolars pay-down of monies due Hamilton Aerospace.
By the end of March 2007, Avolar had made progress reducing the amount owed
Hamilton Aerospace, but Avolar is not in full compliance with the terms of its
payment schedule agreed to with Hamilton Aerospace. Avolar has stated its
intention to bring its accounts current with Hamilton Aerospace and World Jet
and renew its maintenance and support agreements with both companies. However,
in view of these recent developments, it is unlikely that the income and profit
contributions from Avolar to Hamilton Aerospace and World Jet in 2007 will reach
the amounts previously indicated by Management.

By the
end of the fourth quarter 2006 and into the first quarter 2007 the past due
amounts due Hamilton Aerospace by BCI Aircraft Leasing, Inc. had also reached
unacceptable levels. Additionally, BCI had failed to provide information legally
demanded by the Company regarding the financial results of its joint venture
with BCI, Jetglobal. The parties are now drafting language wherein BCI will pay
the Company cash plus transfer, free and clear, ownership to the Company of
enough aircraft out of the Jetglobal assets to settle in full all amounts due
the Company for services provided to BCI and from the Companys ownership
in Jetglobal. Although BCI is presently cooperating with the Company to resolve
these issues equitably, a final agreement and settlement has not at this time
been reached between the companies.

Combination
of slow payment by Avolar and BCI/JetGlobal has caused Global Aircraft Solutions
to have liquidity issues.

19.   
SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

Selected
Quarterly Financial Data  (in thousands except per share amounts, unaudited)

|Quarterly                              |  | FirstQuarter | SecondQuarter | ThirdQuarter | FourthQuarter
|-------------------------------------- |  | ------------ | ------------- | ------------ | -------------
|Net revenue                            |  |              |               |              |              
|                                       |  | 2006         |               | $11,509      |              
|                                       |  | 2005         |               | $  8,652     |              
|                                       |  |              |               |              |              
|Gross Profit                           |  |              |               |              |              
|                                       |  | 2006         |               | $  3,973     |              
|                                       |  | 2005         |               | $  2,298     |              
|                                       |  |              |               |              |              
|Net Income- Before Taxes               |  |              |               |              |              
|                                       |  | 2006         |               | $1,903       |              
|                                       |  | 2005         |               | $   658      |              
|                                       |  |              |               |              |              
|Net Income-After Taxes                 |  |              |               |              |              
|                                       |  | 2006         |               | $1,123       |              
|                                       |  | 2005         |               | $   658      |              
|                                       |  |              |               |              |              
|Net Income per common share - basic,   |  |              |               |              |              
|continuing operations                  |  |              |               |              |              
|                                       |  | 2006         |               | $  0.03      |              
|                                       |  | 2005         |               | $  0.02      |              
|                                       |  |              |               |              |              
|Net Income per common share - diluted, |  |              |               |              |              
|continuing operations                  |  |              |               |              |              
|                                       |  | 2006         |               | $  0.03      |              
|                                       |  | 2005         |               | $  0.02      |              
|                                       |  |              |               |              |              
|                                       |  |              |               |              |              
|                                       |  |              |               |              |              

Page 82



---

Report
of Independent Accountants

To the
MembersJetglobal, LLC:

We
have audited the accompanying balance sheets of Jetglobal, LLC (the
Company) as of December 31, 2006 and 2005, and the related
statements of operations and members equity and cash flows for the
year ended December 31, 2006 and for the period from inception (August 26, 2005)
to December 31, 2005. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We
conducted our audits in accordance with accordance with generally accepted
auditing standards of the United States of America.. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. We were not engaged
to perform an audit of the Companys internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Companys internal control over financial reporting.
Accordingly, we express no such opinion. 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. We believe that our audits provide a
reasonable basis for our opinion.

In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position Jetglobal, LLC as of December 31, 2006
and 2005, and the results of its operations and its cash flows for the year
ended December 31, 2006 and for the period from inception (August 26, 2005) to
December 31, 2005 in conformity with accounting principles generally accepted in
the United States of America.

/s/     Moss
Adams LLPApril 16, 2007Scottsdale, Arizona

Page 83



---

JETGLOBAL,
LLCBALANCE SHEETDecember
31, 2006 and December 31, 2005

ASSETS

|                     | 2006 | 2005         
|-------------------- | ---- | -------------
|CURRENT ASSETS       |      |              
|                     |      |              
|Accounts receivable  |      | $     830,445
|Inventory            |      | 16,234,615   
|Deposits             |      | 350,000      
|Prepaid insurance    |      | 103,950      
|                     |      |              
|                     |      |              
|TOTAL CURRENT ASSETS |      | $17,519,010  
|                     |      |              
|                     |      |              
|TOTAL ASSETS         |      | $17,519,010  
|                     |      |              
|                     |      |              

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

Page 84



---

JETGLOBAL,
LLC  BALANCE SHEET  December 31, 2006 and December 31, 2005

LIABILITIES
AND MEMBERS' EQUITY

|                                                   | 2006 | 2005        
|-------------------------------------------------- | ---- | ------------
|CURRENT LIABILITIES                                |      |             
|Notes payable  short term                         |      | $  1,427,189
|Accounts payable  trade                           |      | 800,434     
|Due to related parties                             |      | 1,091,316   
|Commitments and contingencies                      |      |             
|                                                   |      |             
|                                                   |      |             
|TOTAL CURRENT LIABILITIES                          |      | $  3,318,939
|                                                   |      |             
|                                                   |      |             
|TOTAL LIABILITIES                                  |      | $  3,318,939
|                                                   |      |             
|                                                   |      |             
|MEMBERS EQUITY                                    |      |             
|BCI Aircraft Leasing                               |      | 3,596,247   
|Global Aircraft Solutions                          |      | 5,100,918   
|BCI Aircraft Leasing Retained earnings (loss)      |      | 3,852,034   
|Global Aircraft Solutions Retained earnings (loss) |      | 1,650,872   
|                                                   |      |             
|                                                   |      |             
|                                                   |      |             
|TOTAL MEMBERS EQUITY                              |      | $14,200,071 
|                                                   |      |             
|                                                   |      |             
|TOTAL LIABILITIES AND MEMBERS EQUITY              |      | $17,519,010 
|                                                   |      |             

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

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---

JETGLOBAL,
LLCSTATEMENT OF OPERATIONS

For the Years
ended December 31, 2006 and the Period from Inception  (August 26, 2005) to December 31,
2005

|                                            | 2006 | From Inception(August 26, 2005)ToDecember 31,2005
|------------------------------------------- | ---- | -------------------------------------------------
|Revenue                                     |      |                                                  
|Net aircraft sales                          |      | $ 12,429,860                                     
|Net aircraft leases                         |      | 1,893,232                                        
|                                            |      |                                                  
|Total Revenue                               |      | $ 14,323,092                                     
|                                            |      |                                                  
|Cost of sales                               |      | (7,150,356                                       
|                                            |      |                                                  
|                                            |      |                                                  
|Gross profit                                |      | 7,172,736                                        
|                                            |      |                                                  
|Selling, general and administrative expense |      | (1,012,979                                       
|                                            |      |                                                  
|                                            |      |                                                  
|Gain /(loss) from operations                |      | 6,159,757                                        
|                                            |      |                                                  
|Other income (expense):                     |      |                                                  
|Interest expense                            |      | (130,606                                         
|                                            |      |                                                  
|Net income/(loss)                           |      | $   6,029,151                                    
|                                            |      |                                                  

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

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---

JETGLOBAL,
LLCSTATEMENT OF MEMBERS EQUITY

For  the year
ended December 31, 2006 and the Period from Inception (August 26, 2005)  To December 31,
2005

|                                   | BCI | GLOBAL              | TOTAL
|---------------------------------- | --- | ------------------- | -----
|Members Equity, August 26, 2005   |     | $                 0 |      
|Capital contributions              |     | 15,423,750          |      
|Distributions                      |     | (3,621,152          | )    
|Other payments                     |     | (646,154            | )    
|Net loss                           |     | (368,372            | )    
|                                   |     |                     |      
|Members Equity, December 31, 2005 |     | $ 10,788,072        |      
|                                   |     |                     |      
|Capital contributions              |     | 4,287,451           |      
|Distributions                      |     | (11,066,398         | )    
|Net income                         |     | 4,220,406           |      
|                                   |     |                     |      
|Members Equity, December 31, 2006 |     | $   7,448,281       |      
|                                   |     |                     |      
|                                   |     |                     |      

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

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---

JETGLOBAL,
LLCConsolidated Statements of Cash Flows

For  the
Years ended December 31, 2006 and the Period from Inception (August 26,  2005) to
December 31, 2005

|                                                     | 2006 | From Inception(August 26, 2005) toDecember 31, 2005
|---------------------------------------------------- | ---- | ---------------------------------------------------
|Cash flows from operating activities:                |      |                                                    
|Net income (loss)                                    |      | $   6,029,151                                      
|                                                     |      |                                                    
|Adjustments to reconcile net profit to net cash      |      | 0                                                  
|provided (used) by operating activities:             |      |                                                    
|                                                     |      |                                                    
|                                                     |      |                                                    
|Changes in Assets and Liabilities:                   |      |                                                    
|Accounts receivable                                  |      | (830,445                                           
|Prepaid expenses                                     |      | (103,950                                           
|Inventory                                            |      | (2,028,843                                         
|Deposits                                             |      | (350,000                                           
|Accounts payable-trade                               |      | 1,815,695                                          
|                                                     |      |                                                    
|                                                     |      |                                                    
|Net cash provided by/(used for) operating activities |      | 4,531,608                                          
|                                                     |      |                                                    
|                                                     |      |                                                    
|Cash flows from investing activities:                |      |                                                    
|Net cash used for investing activities               |      | 0                                                  
|                                                     |      |                                                    
|                                                     |      |                                                    
|Cash flows from financing activities:                |      |                                                    
|Cash in by partners                                  |      | 4,546,064                                          
|Cash out by partners                                 |      | (10,504,861                                        
|Funds received on notes payable                      |      | 4,257,000                                          
|Payments made on notes payable                       |      | (2,829,811                                         
|                                                     |      |                                                    
|                                                     |      |                                                    
|Net cash provided by (used for) financing activities |      | (4,531,608                                         
|                                                     |      |                                                    
|                                                     |      |                                                    
|Net increase in cash and cash equivalents            |      | 0                                                  
|                                                     |      |                                                    
|Cash and cash equivalents at beginning of period     |      | 0                                                  
|                                                     |      |                                                    
|                                                     |      |                                                    
|Cash and cash equivalents at end of period           |      | $                 0                                
|                                                     |      |                                                    
|                                                     |      |                                                    
|                                                     |      |                                                    
|Supplemental schedule of non-cash financing          |      |                                                    
|activities                                           |      |                                                    
|Aircraft inventory distributed to members            |      | $      861,538                                     
|                                                     |      |                                                    
|                                                     |      |                                                    

Interest paid
for the year ended December 31, 2006 was $130,606.  No interest was paid for the year
ended December 31, 2005.

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

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JETGLOBAL,
LLC  NOTES TO FINANCIAL STATEMENTS  December 31, 2006 and 2005

1.   BASIS OF
PRESENTATION

Jetglobal,  LLC
(the  Company)  was formed on August 26, 2005 to operate as an aircraft
trading and leasing  company.  The Companys  members are BCI Aircraft Leasing
Company,  (BCI),  which owns 70% and Global Aircraft Solutions,  Inc.,  (Global),
which owns 30%.  The Companys customers are international second and third tier
airlines and leasing companies, who are located and operate worldwide. As a limited liabiity Company, the
liability of any individual member for the obligations of the Company is limited to the extend of capital
contributions to the Company by the individual member.

The Company
operated in a single business segment, aircraft trading. However, as discussed in  Note
5, 12 aircraft acquired, remained under lease arrangements with Delta Airlines. As a
result,  the Company had residual lease income from those lease arrangements. As the
leases expired during  2006 the lease income ceased. The Company does not intend to enter
into other leasing activity.

Subsequent to
December 31, 2006, the two members agreed that Global will sell its 30% interest in the
Company back to the Company. The members are negotiating a settlement to distribute
certain of the  assets of the Company to Global. The distribution of the assets, cash and
inventory, is intended to be  based upon the carrying value of those assets.

2.   SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash
Equivalents

We consider
cash and  investments  in securities  with  maturities at the date of purchase of three
months or less to be cash and cash  equivalents.

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 the sale of aircraft.

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.

Inventory

Inventories are
stated at the lower of cost or market.  Inventories include used aircraft purchased for
resale that are available for  sale as well as aircraft that have been leased under a
short-term operating lease contract.

The Company
reviews the market value of inventories whenever events and circumstances indicate that
the carrying value of inventories  may not be recoverable from the estimated future sales
price less cost of disposal and normal gross profit.  In cases where the  market values
are less than the carrying value, a write down is recognized equal to an amount by which
the carrying value exceeds the  market value of inventories.

Page 89



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Revenue and
Cost Recognition

Revenues from
aircraft sales are recognized upon the customers acceptance of the particular
aircraft. Revenue from aircraft leasing is recognized when earned.

Income Taxes

The Company is
a limited liability company and has elected to be taxed as a partnership under the
Internal Revenue Code of 1986.  As  such, the Company is not a tax paying entity for U.S.
federal and state income tax purposes and accordingly, the accompanying balance  sheets
do not reflect any assets or liabilities for federal or state income taxes.  Members
allocable share of taxable income or  loss is reported on the members tax returns.

Fair Value of
Financial Instruments

The carrying
values of accounts receivable and accounts payable and notes payable approximate fair
values due to the short-term  maturities of these instruments.

Recently Issued
Accounting Pronouncements

In February
2006, the FASB issued SFAS No. 155,  Accounting  for Certain Hybrid  Financial
Instruments  an amendment of SFAS No. 133  and 140. This  Statement
simplifies  accounting  for  certain  hybrid  financial  instruments,  eliminates  the
interim  guidance in  Statement 33 Implementation  Issue No. D1, Application of
Statement 133 to Beneficial  Interest in Securitized  Financial Assets, and
eliminates a restriction of the passive  derivative  instruments  that a qualifying
special-purpose  entity may hold. The Statement is  effective for fiscal years  beginning
after  September 15, 2006. The adoption of this Statement is not  anticipated to have a
material  impact on the Partnerships financial statements.

In June 2006,
FASB  Interpretation No. 48, Accounting for Uncertainty in Income Taxes. This
interpretation  clarifies the accounting  for  uncertainty  in income taxes  recognized
by  prescribing  a recognition  threshold  and  measurement  attribute for the financial
statement  recognition  and  measurement  of a tax  position  taken or expected to be
taken in a tax return.  The  Interpretation  also  provides  guidance on  derecognition,
classification,  interest and  penalties,  accounting  in interim  periods and
disclosure.  The  Interpretation  is effective for fiscal years  beginning  after
December 15, 2006.  This  Interpretation  is not  anticipated to have a  material impact
on the Partnerships financial statements.

In September
2006, FASB issued SFAS No. 157, Fair Value  Measurements. This Statement
defines fair value,  establishes a framework  for measuring fair value in generally
accepted  accounting  principles (GAAP) and expands  disclosures about fair value
measurements.  The Statement does not require any new fair value  measurements but could
change the current  practice in measuring  current fair value  measurements.  The
Statement is effective for fiscal years  beginning  after November 15, 2007.  The Company
does not  anticipate  that  the adoption of this Statement will have a material impact on
the Partnerships financial statements.

3.   TRADE
ACCOUNTS RECEIVABLE

As of December
31, 2006, trade accounts receivable consisted of the amount owed on a single aircraft
sale.  The customer is in  possession and has the risks and the rewards of aircraft
ownership but the Company is holding title to the aircraft until payment in  full is
received.

4.   NOTES
PAYABLE

On May 18,
2006,  Jetglobal,  LLC signed a Term Note and Agreement with ComVest Capital,  LLC. This
original  agreement was amended May  22, 2006.  The final terms of this note  included a
principal  sum of  $4,257,000  all due and payable on or before May 10,  2007.  The
interest  rate is 7% per annum  during  the  original  term of the loan.  The  interest
rate  increases  to 7% until  July 31, to 9.5%  thereafter  until  October 31, 2006,  and
to 11.5% for any amounts due after  November 1, 2006.  Twelve  aircraft that were part of
the  Omnibus Sale  Agreement,  mentioned in the note below on  inventory,  were  conveyed
as  collateral  security to ComVest.  All interest  payments were current at December 31,
2006.

Page 90



---

5.   INVENTORY

Inventories
consisted of the following aircraft with associated costs:

|       |  | December 31,2006 | December 31,2005
|------ |  | ---------------- | ----------------
|       |  |                  |                 
|N301DL |  | 737-200          |                 
|N302DL |  | 737-200          |                 
|N303DL |  | 737-200          |                 
|N304DL |  | 737-200          |                 
|M305DL |  | 737-200          |                 
|N306DL |  | 737-200          |                 
|N307DL |  | 737-200          |                 
|N308DL |  | 737-200          |                 
|N309DL |  | 737-200          |                 
|N314DL |  | 737-200          |                 
|N316DL |  | 737-200          |                 
|N317DL |  | 737-200          |                 
|N318DL |  | 737-200          |                 
|N320DL |  | 737-200          |                 
|N321DL |  | 737-200          |                 
|N322DL |  | 737-200          |                 
|N323DL |  | 737-200          |                 
|N326DL |  | 737-200          |                 
|N327DL |  | 737-200          |                 
|N328DL |  | 737-200          |                 
|N329DL |  | 737-200          |                 
|N330DL |  | 737-200          |                 
|N332DL |  | 737-200          |                 
|N334DL |  | 737-200          |                 
|N382DL |  | 737-200          |                 
|N937AS |  | MD80             |                 
|       |  |                  |                 
|       |  |                  |                 
|       |  |                  |                 
|       |  |                  |                 
|       |  |                  |                 

The
Company acquired 26 aircraft that were all held in separate equipment trusts
administered by Wilmington Trust Company through an Omnibus Sale Agreement. The
aircraft were divided into two categories: one with 14 aircraft and one with 12.
The 14 were conveyed by bill of sale. The 12 were used as collateral security to
ComVest Capital, LLC.

The
current inventory also has 2 aircraft that were part of the same fleet
originally but were purchased by the company on the open market from other
parties, as was the one MD80 in the inventory.

Delta Lease

Aircraft
N301DL, N302DL, N303DL, N304DL, N305DL, N306DL, N308DL, N309DL, N314DL, N326DL,
N329DL & N330DL were continued to be operated and leased by Delta Airlines
for during most of year 2006. They were returned to Jetglobal during the
4th quarter of 2006. The total rent paid by Delta Airlines during the
tenure of the lease was $1,893,232. These funds were paid directly to ComVest
Capital and applied as principal and interest payment on the note discussed
under Notes Payable above.

6.   MEMBER
EQUITY ACCOUNTS

The
operating agreement calls for member BCI Aircraft Leasing to be responsible for
75% of the costs and member Global Aircraft Solutions to be responsible for 25%
of the costs for the partnership. However the profits and liquidation are to be
split 70% to BCI and 30% to Global. An analysis of the partnership Cash In/Out
accounts, at December 31, 2006, is presented below:

Page 91



---

|                      |  | 75%/25% of totalCash In/ Cash Out | Due from/(Due to)Member
|--------------------- |  | --------------------------------- | -----------------------
|BCI Aircraft Leasing  |  | $           3,596,247             |                        
|Cash In/Out           |  |                                   |                        
|                      |  |                                   |                        
|Global Aircraft       |  | 5,100,918                         |                        
|Solutions Cash In/Out |  |                                   |                        
|                      |  |                                  
|                      |  |                                   |                        
|Total Cash in/Out     |  | $           8,697,165             |                        
|                      |  |                                  
|                      |  |                                   |                        

The members are negotiating a settlement
for the exchange of consideration for the membership interest held by Global (See Note 1).

7.   DEPOSITS

At
December 31, 2005, the Company had $5.4 million on deposit in escrow related to
the purchase of the 26 aircraft bought under the Omnibus Sales Agreement. At
December 31,2006, these deposits had been used and the purchase of the original
26 aircraft was complete. At December 31, 2006, the Company had $350,000 on
deposit related to supplying DIP financing for bankrupt Falcon Airlines.
Subsequent to December 31, 2006, the presiding judge in the case has ordered the
return of the $350.000.

8.   RELATED PARTY
TRANSACTIONS

During 2005,
Jetglobal had a sale rescinded due to a customer canceling a sales agreement. This sale
was  guaranteed by BCI. In settlement of the guarantee commitment to Jetglobal BCI agreed
to take the aircraft  in a distribution from Jetglobal and provide Global with a payment
equal to its share of lost earnings. As a  result, BCI and Global entered into a
settlement agreement for $1,957,692. This transaction was accounted  for as a
distribution to BCI in 2005 at the aircraft carrying value of $2,100,000. BCI settled its
guarantee  obligation directly with Global. The payment of $1,957,962 was made by BCI to
Global in January 2006.

The Company had
accounts payable with Global owned companies in the amount of $1.1 million at December
31, 2006  and $90 at December 31, 2005. For the year ended December 31, 2006, Global
billed the Company $2.4 million for  modification services performed on the Companys
aircraft. There were no billings from Global owned companies in  2005.

Both BCI and
Global provide management and administrative services on behalf of the Company. No value
has been  ascribed to these services to be included in the accompanying financial
statements.

9.   CONCENTRATION
OF REVENUES

During
2006, sales to Northern Air Cargo comprised for 38% of Company revenue, Air
Philippines comprised 30%, Royal Khmer Airlines comprised 19% and RAVSA
comprised 14%.

Page 9