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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the Quarterly Period Ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the transition period from  to
 Commission File No. 1-11775
 TIMCO AVIATION SERVICES, INC.
  Delaware
    
    65-0665658(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)623 Radar Road
    
    27410Greensboro, North Carolina
    
    (Zip Code)(Address of principal executive offices)
  þ o
 o o þ
 o þ
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TIMCO AVIATION SERVICES, INC.
 INDEX
 PagePart I. Financial InformationItem 1. FINANCIAL STATEMENTSCondensed Consolidated Balance Sheets at March 31, 2006 and December 31,
2005 (unaudited)
    
    
    
    
    
    
    3-4Condensed Consolidated Statements of Operations for the three months ended
March 31, 2006 and 2005 (unaudited)
    
    
    
    
    
    
    5Condensed Consolidated Statements of Stockholders Equity for the three
months ended March 31, 2006 (unaudited)
    
    
    
    
    
    
    6Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 2006 and 2005 (unaudited)
    
    
    
    
    
    
    7-8Notes to Condensed Consolidated Financial Statements
    
    
    
    
    
    
    9Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    
    
    
    
    
    
    23Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
    
    
    
    
    
    
    33Item 4. CONTROLS AND PROCEDURES
    
    
    
    
    
    
    33Part II. Other InformationItem 1. LEGAL PROCEEDINGS
    
    
    
    
    
    
    34Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
    
    
    
    
    
    
    34Item 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    
    
    
    
    34Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
    
    
    
    
    
    
    34Item 5. OTHER INFORMATION
    
    
    
    
    
    
    34Item 6. EXHIBITS AND REPORTS ON FORM 8-K
    
    

    
    
    
    
    34Ex-31.1Ex-31.2
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TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
   March 31,
    
    
    December 31,2006
    
    
    2005ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    1,445
    
    
    $
    1,318Marketable securities
    
    
    5,209
    
    
    
    13,978Accounts receivable, net of allowances of $6,494 at
March 31, 2006 and $7,446 at December 31, 2005
    
    
    42,595
    
    
    
    48,643Inventories
    
    
    34,472
    
    
    
    28,681Other current assets
    
    
    8,186
    
    
    
    7,082Net assets of discontinued operations
    
    
    462
    
    
    
    462Total current assets
    
    
    92,369
    
    
    
    100,164Fixed assets:Fixed assets at cost
    
    
    83,588
    
    
    
    82,676Less accumulated depreciation
    
    
    53,857
    
    
    
    52,585Fixed assets, net
    
    
    29,731
    
    
    
    30,091Other Assets:Goodwill, net
    
    
    26,124
    
    
    
    26,124Deferred financing costs, net
    
    
    1,960
    
    
    
    2,251Other
    
    
    1,496
    
    
    
    1,498Total other assets
    
    
    29,580
    
    
    
    29,873Total assets
    
    $
    151,680
    
    
    $
    160,128LIABILITIES & STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    21,523
    
    
    $
    21,696Accrued expenses
    
    
    13,263
    
    
    
    13,087Accrued interest
    
    
    841
    
    
    
    1,127Customer deposits
    
    
    24,373
    
    
    
    21,446Current maturities of notes payable to financial
institutions
    
    
    1,695
    
    
    
    1,562New Senior Notes due 2006
    
    
    1,221
    
    
    
    1,221Junior subordinated notes due 2007, net
    
    
    663
    
    
    
    Revolving loan
    
    
    587
    
    
    
    8,320Current maturities of capital lease obligations
    
    
    498
    
    
    
    786Other
    
    
    3,359
    
    
    
    3,416Total current liabilities
    
    
    68,023
    
    
    
    72,661
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TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS  (Continued)
 March 31,
    
    
    December 31,2006
    
    
    2005Long-term Liabilities:Notes payable to financial institutions, net of
current portion
    
    
    20,856
    
    
    
    21,197Old Senior Notes due 2008
    
    
    16,247
    
    
    
    16,247Capital lease obligations, net of current portion
    
    
    3,136
    
    
    
    3,187Junior subordinated notes due 2007, net
    
    
    
    
    
    
    639Total long-term liabilities
    
    
    40,239
    
    
    
    41,270Commitments and Contingencies (See notes)Stockholders Equity:Preferred stock, $.01 par value, 1,000,000 shares
authorized, none outstanding, 15,000 shares
designated Series A Junior Participating
    
    
    
    
    
    
    Common stock, $.001 par value, 100,000,000 shares
authorized, 21,441,040 voting shares issued and
outstanding at March 31, 2006 and December 31, 2005
    
    
    21
    
    
    
    21Additional paid-in capital
    
    
    344,873
    
    
    
    344,864Accumulated deficit
    
    
    (301,476
    )
    
    
    (298,688
    )Total stockholders equity
    
    
    43,418
    
    
    
    46,197Total liabilities and stockholders equity
    
    $
    151,680
    
    
    $
    160,128
  4




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TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Three MonthsEnded March 31,2006
    
    
    2005Revenues, net
    
    $
    85,091
    
    
    $
    90,682Cost of sales
    
    
    80,912
    
    
    
    81,264Gross profit
    
    
    4,179
    
    
    
    9,418Operating expenses
    
    
    5,575
    
    
    
    6,412(Loss) income from operations
    
    
    (1,396
    )
    
    
    3,006Interest expense
    
    
    1,649
    
    
    
    2,131Charge for early conversion of notes
    
    
    
    
    
    
    400Other income  net
    
    
    (202
    )
    
    
    (339
    )(Loss) income before income taxes and discontinued
operations
    
    
    (2,843
    )
    
    
    814Income tax benefit
    
    
    31
    
    
    
    337(Loss) income from continuing operations before discontinued
operations
    
    
    (2,812
    )
    
    
    1,151Income from discontinued operations, net of income taxes
    
    
    24
    
    
    
    55Net (loss) income
    
    $
    (2,788
    )
    
    $
    1,206Basic (loss) income per share:(Loss) income from continuing operations
    
    $
    (0.13
    )
    
    $
    0.78Income from discontinued operations
    
    
    
    
    
    
    0.04Net (loss) income
    
    $
    (0.13
    )
    
    $
    0.82Diluted (loss) income per share:(Loss) income from continuing operations
    
    $
    (0.13
    )
    
    $
    0.17Income from discontinued operations
    
    
    
    
    
    
    0.01Net (loss) income
    
    $
    (0.13
    )
    
    $
    0.18Weighted average shares outstanding:Basic
    
    
    21,441,040
    
    
    
    1,478,267Diluted
    
    
    21,441,040
    
    
    
    6,673,165
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TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 TotalStockholdersAdditional
    
    
    
    
    
    
    Equity andCommon Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    LossBalance as of
December 31, 2005
    
    
    21,441,040
    
    
    $
    21
    
    
    $
    344,864
    
    
    $
    (298,688
    )
    
    $
    46,197Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    9Net loss and comprehensive
loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,788
    )
    
    
    (2,788
    )Balance as of
March 31, 2006
    
    
    21,441,040
    
    
    $
    21
    
    
    $
    344,873
    
    
    $
    (301,476
    )
    
    $
    43,418
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TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the ThreeMonths EndedMarch 31,2006
    
    
    2005CASH FLOWS
FROM OPERATING
ACTIVITIES:Net (loss) income
    
    $
    (2,788
    )
    
    $
    1,206Adjustments to reconcile net (loss) income to cash
provided by operating activities:Paid-in-kind interest note obligations
    
    
    135
    
    
    
    563Unrealized gain on trading securities
    
    
    (45
    )
    
    
    Non-cash stock compensation expense
    
    
    9
    
    
    
    Non-cash inducement charge for conversion of notes
    
    
    
    
    
    
    160Depreciation and amortization
    
    
    1,255
    
    
    
    1,259Amortization of deferred financing costs
    
    
    291
    
    
    
    300(Recovery of) provision for doubtful accounts
    
    
    (549
    )
    
    
    142Sale of marketable securities, net
    
    
    8,814
    
    
    
    Change in working capital:Accounts receivable
    
    
    6,597
    
    
    
    1,833Inventories
    
    
    (5,791
    )
    
    
    (1,106
    )Other assets
    
    
    (1,102
    )
    
    
    (761
    )Accounts payable
    
    
    (173
    )
    
    
    3,074Customer deposits
    
    
    2,927
    
    
    
    (387
    )Other liabilities
    
    
    (195
    )
    
    
    788Net cash provided by operating activities
    
    
    9,385
    
    
    
    7,071CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of fixed assets
    
    
    (895
    )
    
    
    (699
    )Net cash used in investing activities
    
    
    (895
    )
    
    
    (699
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under senior debt facilities
    
    
    92,036
    
    
    
    86,833Payments under senior debt facilities
    
    
    (99,769
    )
    
    
    (92,863
    )Payments on capital leases
    
    
    (339
    )
    
    
    (142
    )Payments on term loan with financial institution
    
    
    (291
    )
    
    
    (291
    )Partial exercise of LJH Warrant
    
    
    
    
    
    
    71Net cash used in financing activities
    
    
    (8,363
    )
    
    
    (6,392
    )Net increase (decrease) in cash and cash equivalents
    
    
    127
    
    
    
    (20
    )Cash and cash equivalents, beginning of period
    
    
    1,318
    
    
    
    293Cash and cash equivalents, end of period
    
    $
    1,445
    
    
    $
    273SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Interest paid
    
    $
    (1,413
    )
    
    $
    (1,944
    )Income taxes refunded
    
    $
    31
    
    
    $
    337
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TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (Continued)
 
 For the ThreeMonths EndedMarch 31,2006
    
    
    2005SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:Common stock issued in connection with
conversion of New Senior Notes
    
    $
    
    
    
    $
    54,363Common stock issued in connection with
conversion of Junior Notes
    
    $
    
    
    
    $
    2,642
  8




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TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     DESCRIPTION OF BUSINESS
     BASIS OF PRESENTATION
   9




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LIQUIDITY
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Quarter EndedMarch 31, 2005Net income   as reported
    
    $
    1,206Additional expense
    
    
    (19
    )Net (loss) income  pro forma
    
    
    1,187Net income per share, basic  as reported
    
    
    0.82Net income per share, diluted  as reported
    
    
    0.18Net income (loss) per share, basic  pro forma
    
    
    0.80Net income (loss) per share, diluted  pro forma
    
    
    0.18
  2006 Grants
    
    
    2005 GrantsExpected life
    
    5 Years
    
    5 YearsExpected volatility
    
    
    70
    %
    
    
    70
    %Risk-free interest rate
    
    
    4.66
    %
    
    
    3.99
    %Dividend yield
    
    
    
    
    
    
    
  11




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Weighted Average

    
    RemainingOptions
    
    
    Exercise Price

    
    Contractual LifeOptions outstanding at December 31, 2005
    
    
    56
    
    
    $
    938.44Options granted at market price
    
    
    1
    
    
    
    3.70Options forfeited
    
    
    
    
    
    
    Options exercised
    
    
    
    
    
    
    Options outstanding at March 31, 2006
    
    
    57
    
    
    $
    925.50
    
    
    1.99 YearsOptions exercisable at March 31, 2006
    
    
    53
    
    
    $
    773.67
    
    
    1.99 Years
    March 31,
    
    
    December 31,2006
    
    
    2005Fair Value
    
    
    Cost
    
    
    Fair Value
    
    
    CostTrading securities
    
    $
    5,209
    
    
    $
    5,164
    
    
    $
    13,978
    
    
    $
    13,927
   March 31,
    
    
    December 31,2006
    
    
    2005Finished goods
    
    $
    16,758
    
    
    $
    16,374Work in progress
    
    
    15,943
    
    
    
    10,778Raw materials
    
    
    1,771
    
    
    
    1,529$
    34,472
    
    
    $
    28,681
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March 31,
    
    
    December 31,2006
    
    
    2005Original basis
    
    $
    8,543
    
    
    $
    8,543Accumulated amortization
    
    
    (6,583
    )
    
    
    (6,292
    )$
    1,960
    
    
    $
    2,251
        13




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8% SENIOR SUBORDINATED PIK NOTES DUE 2006
    8 1/8% SENIOR SUBORDINATED NOTES DUE 2008
  8% JUNIOR SUBORDINATED PIK NOTES DUE 2007
    15




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LITIGATION AND CLAIMS
    ENVIRONMENTAL MATTERS
    16




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OTHER MATTERS
         17




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JANUARY 2005 TENDER OFFER
    18




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AUGUST 2005 TENDER OFFER
      19




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For the ThreeMonths EndedMarch 31,2006
    
    2005Weighted average common and common
equivalent shares outstanding:Basic
    
    
    21,441,040
    
    
    
    1,478,267Effect of dilutive securities
Convertible debt
    
    
    
    
    
    
    3,642,618Stock warrants and options
    
    
    
    
    
    
    1,552,280Diluted
    
    
    21,441,040
    
    
    
    6,673,165Common stock equivalents outstanding
which are not included in the
calculation of diluted earnings
per share because their impact
is antidilutive
    
    
    503,635
    
    
    
    388,169
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Three months ended March 31, 2006
    
    MRO
    
    Interiors
    
    Other
    
    ConsolidatedNet sales
    
    $
    71,569
    
    
    $
    13,522
    
    
    $
    
    
    
    $
    85,091Operating income (loss)
    
    
    809
    
    
    
    1,206
    
    
    
    (3,411
    )
    
    
    (1,396
    )Identifiable assets
    
    
    107,086
    
    
    
    21,287
    
    
    
    23,307
    
    
    
    151,680Depreciation and amortization
    
    
    1,215
    
    
    
    40
    
    
    
    
    
    
    
    1,255Capital expenditures
    
    
    888
    
    
    
    7
    
    
    
    
    
    
    
    895Interest expense, net
    
    
    72
    
    
    
    
    
    
    
    1,577
    
    
    
    1,649
 Three months ended March 31, 2005
    
    MRO
    
    Interiors
    
    Other
    
    ConsolidatedNet sales
    
    $
    79,635
    
    
    $
    11,047
    
    
    $
    
    
    
    $
    90,682Operating income (loss)
    
    
    5,960
    
    
    
    709
    
    
    
    (3,663
    )
    
    
    3,006Identifiable assets
    
    
    107,808
    
    
    
    15,161
    
    
    
    13,411
    
    
    
    136,380Depreciation and amortization
    
    
    1,195
    
    
    
    39
    
    
    
    25
    
    
    
    1,259Capital expenditures
    
    
    654
    
    
    
    26
    
    
    
    19
    
    
    
    699Interest expense, net
    
    
    86
    
    
    
    
    
    
    
    2,045
    
    
    
    2,131
     21




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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   GENERAL
 www.timco.aero.
    23




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RESULTS OF OPERATIONS
 GENERAL
   
    
    the financial health of the U.S. passenger and freight airline industry, and the impact
of the financial health of that industry on the maintenance, repair, and overhaul (MRO)
industry generally and our business specifically,
    
    the amount of MRO business being outsourced by the airline industry in general and our
airline customers in particular,
    
    factors that affect the financial health and well-being of our airline customers, such
as the September 11, 2001 terrorist attacks, the global war on terrorism, and fluctuations
in the price of jet fuel,
    
    the effect of competition on our business, including the effects of competition on the
pricing of the services and goods that we provide,
    
    our ability to achieve gross profit margins at which we can be profitable, including
margins on services that we perform on a fixed price basis and our ability to accurately
project our costs in a dynamic environment,
    
    our ability to generate sufficient working capital from our operations and from our
available credit facilities to meet our operating requirements, capital expenditure
requirements and service our indebtedness,
    
    our maintaining good relations with our customers and vendors,
    
    our ability to fully utilize our hangar space dedicated to maintenance and repair services,
    
    our ability to manage our business efficiently and achieve both positive income and cash flow from our operations,
    
    our ability to attract and retain the services of our executive officers and key employees,
    
    our ability to attract and retain a sufficient number of mechanics to perform the
maintenance, overhaul and repair services requested by our customers,
    
    our ability to integrate future acquisitions, and
    
    future changes in government regulations.
  OPERATING SEGMENTS
   24




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THREE MONTHS ENDED MARCH 31, 2006 and 2005
        25




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26




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27




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LIQUIDITY AND CAPITAL RESOURCES
 DEVELOPMENTS CONCERNING THE AVIATION INDUSTRY AND OUR OPERATIONS
    28




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CONTRACTUAL PAYMENT OBLIGATION AND OTHER COMMERCIAL COMMITMENTS
  Contractual
    
    
    
    
    
    Less than
    
    
    Payments due by periodObligations
    
    Total
    
    
    One Year
    
    
    1-3 years
    
    
    4-5 years
    
    
    After 5 yearsRevolving
Credit
Facility
    
    $
    587
    
    
    $
    587
    
    
    $
    
    
    
    $
    
    
    
    $
    Long-Term
Debt
    
    
    40,682
    
    
    
    3,579
    (a)
    
    
    37,103
    
    
    
    
    
    
    
    Capital
Leases
    
    
    3,634
    
    
    
    498
    
    
    
    365
    
    
    
    431
    
    
    
    2,340Operating(b)
Leases
    
    
    20,294
    
    
    
    4,489
    
    
    
    7,121
    
    
    
    2,924
    
    
    
    5,760Estimated
Interest
Obligation (c)
    
    
    6,602
    
    
    
    3,966
    
    
    
    2,636
    
    
    
    
    
    
    
    Total
contractual
cash
obligations
    
    $
    71,799
    
    
    $
    13,119
    
    
    $
    47,225
    
    
    $
    3,355
    
    
    $
    8,100
 OtherCommercial
    
    
    
    
    
    Less than
    
    




    Payments due by periodCommitments
    
    Total
    
    
    One Year
    
    
    1-3 years
    
    
    4-5 years
    
    
    After 5 yearsLetters of
Credit (b)
    
    
    11,434
    
    
    
    11,434
    
    
    
    
    
    
    
    
    
    
    
    Total Other
Commercial
Commitments
    
    $
    11,434
    
    
    $
    11,434
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (a)
    
    Included within this amount is $1,221 of our New Senior
Notes due 2006 and $663 of our Junior Notes due January 2007. If
not redeemed or repurchased by us prior to the maturity dates of
these obligations, these notes automatically convert to 71 shares
and 39 shares, respectively, of our authorized but unissued common
stock. See Note 9 of Notes to Condensed Consolidated Financial
Statements for discussion regarding our New Senior Notes and Junior
Notes.(b)
    
    Outstanding letters of credit primarily relate to security for
our obligations to make payments on an operating lease requiring
future aggregate principal payments of approximately $8,000. This
amount is removed from the operating lease and total contractual
cash obligations line because it is included within the letters of
credit.(c)
    
    The estimated interest obligations were calculated using the
actual balance of the revolving credit facility at March 31, 2006
and the expected outstanding balances on the short-term and
long-term debt obligations, in accordance with payment obligations
as detailed in the schedule above. For each debt obligation, we
used the individual interest rate that was applicable as of March
31, 2006, which ranged from 7.75% to 12.36%.   29




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LIQUIDITY
      30




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-
    
    our vulnerability to adverse general economic and industry conditions;-
    
    our ability to obtain additional financing for future working capital expenditures, general
corporate or other purposes,particularly where our current lenders have a lien on all of our assets;-
    
    the requirement that we obtain the consent from our lenders if we wish to borrow additional
amounts; and-
    
    the dedication of a significant portion of our cash flow from operations to the payment of
principal and interest on
indebtedness, thereby reducing the funds available for operations.
   SOURCE AND USE OF CASH
  SENIOR CREDIT FACILITIES
  SUBORDINATED NOTES
  RIGHTS OFFERING
  31




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CONTINGENCIES
  CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES
   32




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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
   
 ITEM 4: CONTROLS AND PROCEDURES
 (a)
    
    Our Chief Financial Officer and Chief Executive Officer evaluated our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange
Act of 1934, as amended (the Exchange Act)). Based on that evaluation, these officers have
concluded that as of March 31, 2006 our disclosure controls and procedures were effective in timely
alerting them to material information relating to our company (including our consolidated
subsidiaries) required to be included in our reports filed or submitted by us under the Exchange
Act.As of March 31, 2006, we have carried out an evaluation, under the supervision and with the
participation of our management, including our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure controls and
procedures. Based on such evaluation, our principal executive officer and principal financial
officer concluded that the Companys disclosure controls and procedures are effective.(b)
    
    There have been no substantial changes in our internal controls or in other factors that could
have a material affect, or are reasonably likely to have a material affect to the internal controls
subsequent to the date of their evaluation in connection with the preparation of this quarterly
report on Form 10-Q.Effective April 27, 2006, Fritz Baumgartner is no longer serving as our Vice President, Corporate
Controller and Chief Accounting Officer. Just subsequent to this date, we have appointed Jason
Yaudes as our Corporate Controller and Chief Accounting Officer. The full transition and
performance of our internal controls as related to our Chief Accounting Officer has been completed
with no impact to the effectiveness of the design and operation of our disclosure controls and
procedures.
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PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  ITEM 1A. RICK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS AND REPORTS ON FORMS 8-K
  31.1
    
    Certification of CEO and CFO under Section 302 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of CEO and CFO under Section 906 the Sarbanes-Oxley Act of 2002
    34




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SIGNATURES
   TIMCO Aviation Services, Inc.By:
    /s/ John R. CawthronChief Executive Officer(Principal Executive Officer)  35




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ExhibitNumber
    
    Description31.1
    
    Certification of CEO and CFO under Section 302 the Sarbanes-Oxley Act of 200231.2
    
    Certification of CEO and CFO under Section 906 the Sarbanes-Oxley Act of 2002
 36