**Exhibit
      99.1**




**CHARTER
      OF THE**


**AUDIT
      COMMITTEE OF THE BOARD OF DIRECTORS**


**OF**


**AVANTAIR,
      INC.**


**(Revised
      September 18, 2008)**


**Statement
      of Policy**




This
      Charter governs the operations of the Audit Committee (the “ Committee ”)
      of the
      Board of Directors (the “ Board ”)
      of
      Avantair, Inc. (the “ Company ”).
      The
      Charter shall be reviewed and reassessed, at least annually, by the Committee
      and shall be approved by the Board.




The
      purpose of the Committee is to assist the Board in fulfilling its oversight
      responsibilities by reviewing the financial information, which shall be provided
      to the stockholders and others, the systems of internal controls, which the
      Company’s management (“ Management ”)
      and
      the Board have established, and the Company’s audit, financial reporting and the
      legal and compliance process. In so doing, it is the responsibility of the
      Committee to maintain free and open communication with Company’s independent
      auditors (the “ Independent
      Auditors ”),
      internal corporate accounting and financial reporting staff (the “ Internal
      Auditors ”)
      and
      Management. In discharging its oversight role, the Committee is empowered to
      investigate any matter brought to its attention with full access to all books,
      records, facilities, and personnel of the Company and the power to retain
      independent counsel and/or other experts with sufficient funding to pay such
      counsel and/or experts. The Committee shall have such functions as are provided
      by listing rules of The NASDAQ Stock Market, as amended from time to time
      (“ NASDAQ ”),
      the
      Securities and Exchange Commission, as amended from time to time (the
“ SEC ”)
      and
      the federal securities laws.




**Membership**




The
      Committee shall consist of no less than three (3) members, each of whom is
      an
      independent director of the Board, and shall be appointed by the Board in
      compliance with Section 3.10 of the Company’s by-laws (the “ By-Laws ”)
      at, or
      immediately following, the annual organizational meeting of the Board and shall
      serve until the later of the Board’s next annual organizational meeting or until
      his or her respective successor shall be duly elected and qualified. The Board
      shall also designate one of its members as the chairman of the Committee (the
      “ Chairman ”).




Members
      of the Committee shall be considered independent if, in the opinion of the
      Board, they have no relationship that shall interfere with the exercise of
      their
      independence in carrying out the responsibilities of directors on the Board
      and
      such directors meet the standards for independence set forth in Section 10A(m)
      of the Securities Exchange Act of 1934, as amended (the “ Exchange
      Act ”),
      the
      rules promulgated by the SEC and NASDAQ Rule 4200(a), as amended. The
      composition and responsibilities of the Committee also shall be consistent
      with
      SEC guidance, and in particular with the SEC Order set forth in Release No.
      34-37538.




All
      members of the Committee shall meet the expertise requirements of NASDAQ and
      at
      least one member shall be a “financial expert”, as such term is defined in rules
      promulgated by the SEC. In addition, pursuant to NASDAQ rules (i) all members
      of
      the Committee shall be able to read and understand fundamental financial
      statements, including a balance sheet, income statement and cash flow statement,
      and (ii) at least one member of the Committee must have past employment
      experience in finance or accounting, requisite professional certification in
      accounting or any other comparable experience or background that results in
      the
      individual’s financial sophistication, including service as a chief executive
      officer, chief financial officer or other senior officer with financial
      oversight responsibilities or otherwise satisfy standards for financial
      expertise required for audit committees of companies listed on NASDAQ. The
      existence of the “financial expert” shall be disclosed in periodic filings as
      required by the SEC.




One
      director who is not independent under applicable rules and regulations and
      is
      not a current officer or employee of the Company or a family member of such
      officer or employee may be appointed to the Committee, if the Board, under
      exceptional and limited circumstances, determines that membership on the
      committee by the individual is required in the best interests of the Company
      and
      its stockholders, and the Board discloses, in the next annual proxy statement
      subsequent to such determination, the nature of the relationship and the reason
      for the determination. A member appointed under this exception shall not serve
      longer than two consecutive annual terms and shall not be the Chairman.




**Meetings**




A
      majority of the members of the Committee shall constitute a quorum for the
      transaction of business. The Committee shall act only upon approval of a
      majority of its members. The action of the Committee at a meeting at which
      a
      quorum is present shall be the act of the Committee. The Chairman shall set
      the
      agenda of each meeting and arrange for the distribution of the agenda, together
      with supporting material, to the members of the Committee prior to each meeting.
      The Committee shall keep a separate book of minutes of their proceedings and
      actions. The Chairman shall also cause a draft of the minutes from each meeting
      to be prepared and circulated to the Committee to ensure an accurate final
      record, and the minutes shall be approved at a subsequent meeting of the
      Committee and shall be distributed periodically to the Board. The Committee
      shall report regularly to the Board as to its activities and make such
      recommendations and findings as it deems appropriate. The Committee may form
      one
      or more subcommittees, each of which shall take such actions as shall be
      delegated by the Committee.




The
      Committee shall meet at least three (3) times annually, or more frequently
      as
      circumstances dictate: (i) at least once to review the internal control program
      and procedures, (ii) at least once to review the audit plan of the outside
      auditors and (iii) at least once to review the post-audit findings, the audit
      report of the outside auditors and the audited year-end financial statements
      prior to the filing of the year-end audited financial statements with the SEC.
      The Committee may meet via telephone conference calls with all members or act
      by
      unanimous written consent of its members.




The
      Committee shall also meet at least four (4) times annually to confer with the
      outside auditors and Management to review the Company’s interim financial
      statements and reports prior to the public announcement of financial results
      and
      the filing of the reports with the SEC; these meetings may be held
      simultaneously with the meetings required in the immediately preceding
      paragraph. The Committee shall also hold any special meetings as may be called
      by the Chairman or any other member of the Audit Committee, or the Board of
      Directors. The Internal Auditors, Independent Auditors or Management may also
      request the Chairman or any other member of the Audit Committee or the Board
      of
      Directors to hold a special meeting of the Audit Committee. Independent Auditors
      or the senior members of Management or others may attend meetings of the
      Committee at the invitation of the Committee and shall provide pertinent
      information as necessary. The Committee shall meet with the outside auditors,
      the Internal Auditors and Management in separate executive sessions to discuss
      any matters that the Committee or these groups believe should be discussed
      privately with the Committee.




**Scope
      of Powers and Functions**




The
      primary responsibility of the Committee is to oversee the Company’s financial
      reporting process on behalf of the Board and report the results of these
      activities to the Board. The Committee, in carrying out its responsibilities,
      believes its policies and procedures should remain flexible, in order to best
      react to changing conditions and circumstances.





The
      Committee does not have the duty to plan or conduct audits or to determine
      that
      the Company’s financial statements and disclosures are complete and accurate and
      are in accordance with generally accepted accounting principles and applicable
      rules and regulations. The responsibility to plan and conduct audits is that
      of
      the Independent Auditors. Management has the responsibility to determine that
      the Company’s disclosures and financial statements are complete and accurate and
      in accordance with generally accepted accounting principles. It is also not
      the
      duty of the Committee to assure the Company’s compliance with laws and
      regulations or compliance with any code(s) of conduct adopted by the Company.
      The primary responsibility for these matters rests with Management.




The
      following shall be the principal recurring processes of the Committee in
      carrying out its responsibility. The processes are set forth as a guide with
      the
      understanding that the Committee may supplement them as appropriate.
      Additionally, the Committee shall have such other functions as are provided
      by
      NASDAQ, the SEC and the federal securities laws. The responsibilities and
      processes of the Committee shall be consistent with the Exchange Act and the
      rules and regulations adopted by the SEC.




**Management
      and the Internal Auditors**




1.
      Management shall review and discuss with the Committee all matters relevant
      to
      the Audit Committee and have free and open access to information deemed
      necessary by Management to perform their assessment. The Internal Auditors
      shall
      report directly to the Committee and have free and open access to information
      deemed necessary by the Internal Auditors to perform their assessment.




2.
      The
      Committee shall discuss with the senior members of the Internal Auditors the
      overall scope and plans for their audit, including the adequacy of staffing,
      budgets and other factors that may affect the effectiveness and timeliness
      of
      such audits. In this connection, the Committee shall discuss the Company’s major
      risk exposures (whether financial, operating or otherwise), the adequacy and
      effectiveness of the Company’s internal control over financial reporting and the
      steps Management has taken to monitor and control such exposures, among other
      considerations that may be relevant to the internal audit.




3.
      The
      Committee shall discuss with Management and the Internal Auditors the effect
      of
      unconsolidated subsidiaries and the corporate ownership structure and any
      off-balance sheet finance or special purpose vehicles on the Company’s financial
      statements. The Committee also shall review periodically with Management, the
      general counsel and, if necessary, the Independent Auditors, all legal and
      regulatory matters and accounting initiatives that could have a significant
      effect on the Company’s financial statements.




4.
      The
      Committee shall review the interim financial statements and earnings releases
      prior to the filing with the SEC of the Company’s Quarterly Report on Form 10-Q
      or Form 10-QSB or any release to the public or investors. Additionally, the
      Committee shall review with Management the financial statements to be included
      in the Company’s Annual Report on Form 10-K or Form 10-KSB (or the annual report
      to the stockholders if distributed prior to the filing of Form 10-K or Form
      10-KSB) and the Quarterly Report on Form 10-Q or Form 10-QSB, including
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations (the “ MD&A ”)
      disclosures, its judgment about the quality, completeness and accuracy, not
      just
      the acceptability, of the Company’s accounting principles, the reasonableness of
      significant judgments and the clarity of the disclosures in the financial
      statements. The Committee should discuss in advance each release or issuance
      of
      guidance.




**The
      Independent Auditors**




5.
      The
      Committee shall have a clear understanding with Management and the Independent
      Auditors that the Independent Auditors are ultimately accountable to the Board
      and the Committee as representatives of the Company’s stockholders, but the
      Independent Auditors shall report directly to the Committee.




6.
      The
      Committee shall have the final authority and responsibility to select, evaluate
      and replace where appropriate the Independent Auditors (or to nominate the
      Independent Auditors to be proposed for stockholder ratification in any proxy
      statement), determine compensation and oversee the work of the Independent
      Auditors (including resolution of disagreements between Management and the
      Independent Auditors regarding financial reporting) for the purpose of preparing
      or issuing an audit report or related work. In making such decisions, the
      Committee shall review the experience and qualifications of the senior members
      of the Independent Auditors. Additionally, the Committee shall require the
      rotation of the lead (and coordinating or reviewing) audit partner on a regular
      basis in accordance with the requirements of the Exchange Act.




7.
      The
      Committee shall pre-approve all audit and non-audit services, other than de
      minimis non-audit services, provided by the Independent Auditor and shall not
      engage the Independent Auditor to perform the specific non-audit services
      proscribed by law or regulation. Alternatively, the Committee may adopt
      pre-approval policies and procedures detailed as to particular services and
      delegate pre-approval authority to a member of the Committee. The decisions
      of
      any Committee member to whom pre-approval authority is delegated must be
      presented to the full Committee at its next scheduled meeting.




8.
      The
      Committee shall discuss with the senior members of the Independent Auditors
      the
      overall scope and plans for their audit, including the adequacy of staffing,
      budgets and other factors that may affect the effectiveness and timeliness
      of
      such audits. In this connection, the Committee shall discuss the Company’s major
      risk exposures (whether financial, operating or otherwise), the adequacy and
      effectiveness of the Company’s internal control over financial reporting and the
      steps the Management has taken to monitor and control such exposures, among
      other considerations that may be relevant to the internal audit.




9.
      The
      Committee is responsible for ensuring its receipt from the Independent Auditors
      at least annually of a formal written statement delineating all relationships
      between the Independent Auditors and the Company, consistent with the
      Independence Standards Board Standard 1. The Committee shall actively engage
      in
      dialogue with the Independent Auditors with respect to any disclosed
      relationship or service that shall impact the objectivity and the appropriate
      action to oversee independence of the Independent Auditor.




10.
      The
      Committee shall obtain and review a report from the Independent Auditors at
      least annually as to (a) all critical accounting policies to be used, (b) all
      alternative treatments of financial information that have been discussed with
      Management under the applicable standards of the Public Company Accounting
      Oversight Board (United States) (the “ PCAOB ”)
      or
      applicable law or listing standards, the ramifications of the use of such
      alternative disclosures and treatments and the treatment preferred by the
      Independent Auditors, (c) other material written communications between the
      Independent Auditors and the Company, including management letters and schedules
      of unadjusted differences and (d) the critical policies and procedures of the
      Company.




11.
      The
      Committee shall annually meet with the Independent Auditors, with and without
      Management present, to discuss the results of their examination. The Committee
      shall review any significant difficulties encountered during the course of
      the
      audit or review including any restrictions on the scope of the Independent
      Auditors’ work or access to reviewed information. The Committee shall discuss
      with the Independent Auditors the adequacy and effectiveness of the Company’s
      internal controls, disclosure controls and procedures.




12.
      The
      Committee shall review the interim financial statements and earnings releases
      with the Independent Auditor prior to the filing of the Company’s Quarterly
      Report on Form 10-Q or Form 10-QSB or any release to the public or investors.
      Additionally, the Committee shall review with the Independent Auditor the
      financial statements to be included in the Company’s Annual Report on Form 10-K
      or Form 10-KSB (or the annual report to the stockholders if distributed prior
      to
      the filing of Form 10-K or Form 10-KSB) and Quarterly Report on Form 10-Q or
      Form 10-QSB and any other matters required to be communicated to the Committee
      by the Independent Auditors under applicable standards of the PCAOB or
      applicable law or listing standards, including the MD&A disclosures, their
      judgment about the quality, completeness and accuracy, not just the
      acceptability, of accounting principles, the reasonableness of significant
      judgments and the clarity of the disclosures in the financial statements. The
      Committee should discuss in advance each release or issuance of guidance.





**Other**




13.
      The
      Committee shall review any disagreements between Management and the Independent
      Auditors.




14.
      The
      Committee shall approve guidelines for the Company’s hiring of former employees
      of the Independent Auditors which shall meet the requirements of the rules
      and
      regulations of the SEC and NASDAQ.




15.
      The
      Committee shall conduct an appropriate review of all related party transactions
      for potential conflicts of interest and approve all such related party
      transactions consistent with the rules applied to companies listed on NASDAQ.
      The Committee shall review existing policies concerning related party
      transactions and conflicts of interest between Board or senior members of
      Management, on the one hand, and the Company, on the other hand, and recommend
      any changes to such policies. A “related party transaction” refers to
      transactions required to be disclosed pursuant to SEC Regulation S-K, Item
      404
      or SEC Regulation S-B, Item 404. Generally, these are transactions between
      the
      Company or any of its subsidiaries and any director, executive officers or
      a
      holder of five percent (5%) or more of the Company’s stock, as well as, for
      directors and transactions with entities related to them.




16.
      The
      Committee shall establish procedures for, have responsibility for and oversight
      of the receipt, retention, and treatment of complaints received by the Company
      regarding accounting, internal accounting controls or auditing matters and
      the
      confidential, anonymous submission by employees of the Company of concerns
      regarding questionable accounting or auditing matters. All such relevant
      submissions must be reported to the Committee.




17.
      The
      Committee shall investigate any other matter brought to its attention within
      the
      scope of its duties which it deems appropriate for investigation.




18.
      The
      Committee shall review reports of attorneys or others with respect to evidence
      of material violations of securities laws or breaches of fiduciary duty.




19.
      The
      Committee shall submit the minutes of all meetings of the Committee to, or
      discuss the matters discussed at each Committee meeting with, the Board.




20.
      The
      Committee shall review the Company’s disclosure in the proxy statement for its
      annual meeting of stockholders that describes whether the Committee has
      satisfied its responsibilities under this Charter for the prior year.




21.
      The
      Committee shall perform an annual self-evaluation performance appraisal.




22.
      The
      Committee will consult with Management to review overall corporate policy
      relative to financial reporting, sound business risk management practices and
      ethical behavior, and to make recommendations relative to the appropriateness
      thereof as needed.