U.S.
SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-K/A

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 | 
|(OTCBB)                     | 
|                              | 

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.



---

Global
Aircraft Solutions, Inc.Form 10-K/AFiscal Year ended December 31, 2006

EXPLANATORY
NOTE

We are
filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2006 (this Amendment No. 1) to amend our
Form 10-K for the same period initially filed with the Securities and Exchange
Commission (the SEC) on April 23, 2007 (the Initially Filed
Form 10-K). This Amendment No. 1 amends and restates the following Items
of the Initially Filed Form 10-K: Part II, Item 8  Financial Statements
and Supplementary Data, and (ii) Part IV, Item 15  Exhibits and Financial
Statement Schedules. These items are being amended to reflect:

|(i) |  | the
inclusion of an additional paragraph, which further describes the status of  the
settlement negotiations with Jetglobal, LLC, added to Note 1 of the  Companys
financial statements
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) |  | a
change in Note 3, under the subheading Trade Accounts Receivable,  changing
the second paragraph to reflect 2006 bad debt information
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | an
addition under Note 3 adding the subheading Fair Value of Financial  Instruments and
stating the Companys significant accounting policies  related to fair value
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) |  | additional
information furnished under Note 9 including 2004 stock transaction  descriptions
|---- |  | --------------------------------------------------------------------------------------------

|(v) |  | and
the inclusion of an additional sentence, clarifying the recognition of  revenue from
aircraft leasing, added to the notes to the financial statements of  Jetglobal, LLC under
Note 2, subheading Revenue and Cost  Recognition.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
addition, we are filing herewith certain currently dated certifications pursuant
to Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the
Securities Exchange Act). No other information contained in the
Initially Filed Form 10-K is being amended hereby and such information is not
reproduced in this Amendment No. 1. All information in the Initially Filed Form
10-K, as amended by this Amendment No. 1, speaks as of the date of the original
filing of the Initially Filed Form 10-K and does not reflect any subsequent
information or events, except as presented in this Amendment No. 1 and except
for Exhibits 31.1, 31.2, 31.3, 31.4 and 32.1.

All
information contained in this Amendment No. 1 is subject to updating and
supplementing as provided in our reports filed with the SEC subsequent to the
date of the filing of the Initially Filed Form 10-K.

PART
II

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   |                 
|                |       |                 |             |             |                 



---

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 to10-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

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.

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, Item1.01, 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 30,
2007

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

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

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, Chief Executive
|Ian Herman               |       | 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          |       |                                                    
|                         |       |                                                    



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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 also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our
opinion, such consolidated financial statements present fairly, in all material
respects, the financial position of Global Aircraft Solutions, Inc. and
subsidiaries at 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
in accordance with Financial Accounting Standards Board Statement No. 123R,
Share-Based Payment.

/s/   Moss
Adams LLPScottsdale, Arizona

April 16, 2007



---

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



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

Report of
Independent Registered Public Accounting Firm

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

I have audited
the accompanying  balance sheet of Global Aircraft Solutions,  Inc. (formerly Renegade
Venture (Nev.) Corporation ,as of  December 31, 2004,  and 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



---

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 investee 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.



---

GLOBAL
AIRCRAFT SOLUTIONS, INC.

Consolidated
Balances SheetDecember 31, 2006 and 2005

LIABILITIES
AND STOCKHOLDERS EQUITY

|                                            | 2006 | 2005                  
|------------------------------------------- | ---- | ----------------------
|CURRENT LIABILITIES                         |      |                       
|Notes 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  LT Capital leases      |      | 53,247                
|Commitments & contingencies                 |      |                       
|                                            |      |                       
|                                            |      |                       
|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            
|                                            |      |                       
|STOCKHOLDERS' EQUITY                        |      |                       
|Common stock, $.001 par value, 100,000,000  |      |                       
|Shares authorized in 2006 and 2005; shares  |      |                       
|issued 39,967,807 and 38,998,215 in 2006    |      |                       
|and 2005; shares outstanding 39,587,807 and |      |                       
|38,618,215 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.



---

GLOBAL
AIRCRAFT SOLUTIONS, INC.

Consolidated
Statements of OperationsYears 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           | )   
|                                                                    |      |                   |     
|                                                                    |      |                   |     
|Gain (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 sale of interest in aircraft                                |      |                   |     
|Equity in income and transactions with unconsolidated affiliate     |      | 1,808,744         |     
|                                                                    |      |                   |     
|                                                                    |      |                   |     
|Net profit (loss), before income taxes                              |      |                   |     
|                                                                    |      | 1,212,808         |     
|Provision for Income Taxes                                          |      | (386,500          | )   
|                                                                    |      |                   |     
|                                                                    |      |                   |     
|Net profit (loss), after taxes                                      |      | $      826,308    |     
|                                                                    |      |                   |     
|                                                                    |      |                   |     
|Net profit (loss) per share, Basic (2006 39,118,400 shares; 2005    |      |                   |     
|33,848,722 shares; 2004 24,443,256 shares)                          |      | $            0.02 |     
|                                                                    |      |                   |     
|Net profit (loss) 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.



---

GLOBAL
AIRCRAFT SOLUTIONS, INC.

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

|                             | Shares | CommonStock | AdditionalPaid incapital | Contributedcapital | Accumulatedearnings | Total     
|---------------------------- | ------ | ----------- | ------------------------ | ------------------ | ------------------- | ----------
|
|Balance on December 31, 2003 |        | 17,480,000  |                          | 17,860             |                     | 2,090,373 
|                             |        |             |                          |                    |                     |           
|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
|                             |        |             |                          |                    |                     |           
|                             |        |             |                          |                    |                     |           

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



---

GLOBAL
AIRCRAFT SOLUTIONS, INC.

Consolidated
Statements of Cash FlowsYears ended December 31, 2006 and 2005

|                                                  | 2006 | 2005           | 2004
|------------------------------------------------- | ---- | -------------- | ----
|Increase (Decrease) in Cash and Cash Equivalents: |      |                |     
|                                                  |      |                |     
|Cash flows from operating activities:             |      |                |     
|Net Profit                                        |      | $      826,308 |     
|                                                  |      |                |     
|Adjustments to reconcile net income to net        |      |                |     
|cash provided by operating activities:            |      |                |     
|Equity in income of unconsolidated affiliate      |      | (1,808,745     | )   
|Gain on sale of interest in aircraft              |      |                |     
|Depreciation                                      |      | 582,710        |     
|Amortization                                      |      | 162,377        |     
|Write down of inventory                           |      | 192,775        |     
|Deferred income taxes                             |      | 175,118        |     
|Allowance for Doubtful Accounts                   |      | 337,508        |     
|Loss on disposal of fixed                         |      | 50,874         |     
|assets/investments                                |      |                |     
|Gain from Renegotiation of Contract               |      |                |     
|Expenses paid with stock                          |      | 617,459        |     
|                                                  |      |                |     
|Net adjustments to reconcile net Profit to        |      | 310,076        |     
|net cash                                          |      |                |     
|                                                  |      |                |     
|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 equipment         |      | (187,261       | )   
|Purchase of World Jet, net of cash acquired       |      |                |     
|Payments received on notes receivable             |      | 1,547,010      |     
|Distributions from Jetglobal, LLC                 |      | 300,000        |     
|Investment in Jetglobal, LLC                      |      | (867,046       | )   
|                                                  |      |                |     
|Net cash provided/(used) by investing activities  |      | 792,703        |     
|                                                  |      |                |     
|                                                  |      |                |     



---

|                                                     |  |            |  
|---------------------------------------------------- |  | ---------- | -
|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                                        |  |            |  
|Redemption of shares                                 |  |            |  
|Payments on notes payable                            |  | (280,496   | )
|Payments on capital lease obligations                |  | (25,846    | )
|Excess tax benefits from stock options exercised     |  | 148,188    |  
|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 period     |  | 368,013    |  
|                                                     |  |            |  
|                                                     |  |            |  
|Cash and cash equivalents at end of period           |  | 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.



---

GLOBAL
AIRCRAFT SOLUTIONS, INC.  Notes to Financial Statements  December 31, 2006, December 31,
2005 and December 31, 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.  HAT and Johnstone were acquired by Global on May
2, 2002.  For accounting purposes, the transaction has been treated as an acquisition of
Global, formerly Renegade Venture (NEV.)  Corporation by HAT and as a recapitalization of
Global, formerly Renegade Venture (NEV.) Corporation.  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.

Management has
decided to transfer its ownership interest in Jetglobal, LLC, an entity in which the
Company has a 30% ownership  interest, to the other partner in Jetglobal, LLC, BCI
Aircraft Leasing, in consideration for cash and aircraft inventory.  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, aircraft from Jetglobal inventory to
settle, in full, all amounts due to the Company for services provided  to BCI and return
the carrying value of the Companys ownership in Jetglobal, LLC. A final agreement
and settlement has not been  reached between the parties at this time.

2.   
ORGANIZATIONS 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 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 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 2006 and 2005.  During 2006, the
Company had bad debt expense of $338,000. 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, 2006.

At December 31,
2006, the Company had a receivable of $590,000, for which the Company has reserved
$285,000, 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.

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 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, 2005 and 2004 are as follows:

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

|                                                  | 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                                       |                         |                  | 
|                                                  |                         |                  | 

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:

|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 FIN48
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%.

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.

Fair Value
of Financial Instruments

The
carrying values of cash and cash equivalents, accounts receivable, notes
receivable and accounts payable and notes payable approximate fair values due to
the short-term maturities of these instruments. The fair value of notes payable
approximates the carrying value because of the current market value interest
rates applied to those obligations. The fair value of capital leases
approximates the carrying value of these instruments because the terms are
similar to those in the marketplace under which they could be replaced.

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           |                
|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            |                
|                                                 |                 |                 |                
|                                                 |                 |                 |                



---

|                                         | 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    |        
|                                         |         |            |        
|                                         |         |            |        

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                        |                                 



---

|               | YearEndedDecember 31,2006Dollars | YearEndedDecember 31,2005Dollars | YearEndedDecember 31,2004Dollars
|-------------- | -------------------------------- | -------------------------------- | --------------------------------
|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            | 
|                                        | 
|                                        | 

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 $17,319,00 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 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.



---

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.   
PROPERTIES AND EQUIPMENT

|                              | 2006 | 2005        
|----------------------------- | ---- | ------------
|Gross Asset 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     
|Capital Lease                 |      | 305,219     
|                              |      |             
|Subtotal                      |      | 3,113,238   
|Less accumulated depreciation |      | 1,592,201   
|                              |      |             
|                              |      |             
|Property and equipment, Net   |      | $1,521,037  
|                              |      |             
|                              |      |             

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 affect 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.

Capital
Leases

|                 | Min LeasePayments2006$ | Min LeasePayments2007$ | Min LeasePayments2008$ | Min LeasePayments2009$ | Min LeasePayments2010$ | Min LeasePayments2011$ | 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

On May
13, 2004, the Companys Board of Directors granted 900,000 compensatory
stock options under the 2002 Compensatory Stock Option Plan at an option price
of $0.17 per share. The value at measurement date for theses shares was $.23 and
an expense for the $.06 increment, ($54,000), has been included basis in
selling, general and administrative expense on the accompanying statement of
operation.

On
July 29, 2004, the Companys board of Directors awarded options to purchase
50,000 shares each to 2 new Directors as incentive compensation under the 2003
Employee Stock Compensation Plan. The option price is $0.20 per share, as the
Company valued these services at $100,000. The value at measurement date for
theses shares was $.23 and an expense for the $.03 increment, ($3,000), has been
included basis in selling, general and administrative expense on the
accompanying statement of operation.

During
the third quarter of 2004, the Company finalized an agreement to award 400,000
shares of common stock under the 2003 Employee Stock Compensation Plan of the
Company for professional services to be provided over a two-year period. The
effective date of this transaction was May 13, 2004. The Board of Directors
determined that the fair value of these shares on the date of grant was $92,000.
The resulting prepaid expense is being expensed on a monthly basis during the
two-year term of the contract and is included in selling, general and
administrative expense on the accompanying statement of operation.

On
July 12, 2004 the Companys Board of Directors approved granting of 330,000
shares of stock to key employees under the 2002 Compensatory Stock Option Plan
in conjunction with various employment agreements. The shares will vest after
two years according to the terms of the employee agreements. A monthly expense
is being charged to selling, general and administrative expense over the
two-year period at the rate of 1/24 of $198,000 and is included in selling,
general and administrative expense on the accompanying statement of operation.



---

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.

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.



---

|                  | 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           |                              | 1.03         | 
|Subtotal          |                              |              | 
|                  |                              |              | 
|Awards of stock   |                              |              | 
|pending under     |                              |              | 
|employment        |                              |              | 
|contracts         |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|                  |                              |              | 
|Subtotal          |                              |              | 
|                  |                              |              | 
|Total             |                              |              | 
|                  |                              |              | 
|                  |                              |              | 



---

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 intrinsicvalue (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.

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.



---

|                        | 2005 |                  | 
|----------------------- | ---- | ---------------- | 
|
|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   |      | None             | 
|                        |      |                  | 
|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.   
COMMITMENTS AND CONTINGENCIES

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.

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 quick 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. 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 has 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 of $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
|                                    |      |          
|                                    |      |          

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 ofYear | Charged toExpense | Deductions | Balance attheEnd 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.

15.   INCOME
TAXES

The following
table summarized components of income tax expense for the years ended December 31, 2006,
2005 and 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
as follows for the years ended December 31, 2006, 2005 and 2004:

|                                                             | 2006 | 2005      | 2004
|------------------------------------------------------------ | ---- | --------- | ----
|Federal income tax expense (benefit) at statutory rate (34%) |      | $ 412,355 |     
|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, 2005 and 2004 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
|                                      |      |           
|                                      |      |           
|                                      |      |           

16.   
CONCENTRATION OF REVENUES

The
Companys top four customers accounted for 52.4% 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          |                   |                        |                   | Top Four-2005          |                  
|Total %                |                   | 52                     | .4                | 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.

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 his time
been reached between the companies.



---

19.   
SELECTED QUARTERLY FINANCIAL DATA

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      |              
|                                       |  |              |               |              |              
|                                       |  |              |               |              |              
|                                       |  |              |               |              |              



---

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
LLP  April 16, 2007  Scottsdale, Arizona



---

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.



---

JETGLOBAL,
LLCBALANCE SHEETDecember 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.



---

JETGLOBAL,
LLCSTATEMENT OF OPERATIONSFor the Years ended December 31, 2006 and the Period fromInception (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.



---

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



---

JETGLOBAL,
LLCConsolidated Statement of Cash FlowsFor 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.



---

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.

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 net
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.

Revenue and
Cost Recognition

Revenues from
aircraft sales are recognized upon the customers acceptance of the particular
aircraft.

Rental income
for aircraft leased on short-term leases is recognized monthly in accordance with those
lease agreements.

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.

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:

|                      |  | 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.

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
Jetglogal 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.

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%.



---

Exhibits

|23.1 |  | Amended Consent of Independent Registered Public Accounting Firm
|---- |  | ----------------------------------------------------------------

Pursuant
to SEC Rule 12b-15, this form 10-K/A includes amended Exhibit 23.1 and new
certifications by the Chief Executive Officer and Chief Financial Officer.