SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

  FOR THE FISCAL YEAR ENDED                             COMMISSION FILE NO.
        JUNE 30, 2003                                        333-73286


<TABLE>
<CAPTION>
<S>                                   <C>                                  <C>
           DELAWARE                   ELITE FLIGHT SOLUTIONS, INC.                      26-0003788
(State or Other Jurisdiction of           (Formerly Carcorp USA            (I.R.S. Employer Identification No.)
         Incorporation                        Corporation)
       or Organization)            (Name of Registrant in Our Charter)

                                                                                     GREGORY LOVE
5550 BEE RIDGE ROAD, SUITE E-3                _____                            5550 BEE RIDGE ROAD, SUITE E-3
  SARASOTA, FLORIDA 34232        (Primary Standard Industrial                   SARASOTA, FLORIDA 34232
    (941) 343-9966                Classification Code Number)                         (941) 343-9966
</TABLE>

                   (Address and telephone number of Principal
               Executive Offices and Principal Place of Business)

           (Name, address and telephone number of agent for service)

         Securities registered under Section 12(g) of the Exchange Act:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                    ----------------------------------------
                                (TITLE OF CLASS)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that Health  Express was required to file such  reports) and (2) has been
subject to such filing requirements for the past 90 days.

                                               YES [X]        NO  [ ]

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of Elite Flight's  knowledge,  in definite proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year. $169,358

Based on the closing sale price on September 9, 2003, the aggregate market value
of  the  voting  common  stock  held  by   non-affiliates  of  Elite  Flight  is
$3,511,612.31.

As of  September  9, 2003 Elite  Flight had  46,656,543  shares of common  stock
outstanding.



<PAGE>


                FORM 10-KSB FOR THE YEAR ENDED DECEMBER 29, 2002

                                TABLE OF CONTENTS

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<S>                                                                                                                      <C>
PART I....................................................................................................................1
   ITEM 1.  DESCRIPTION OF BUSINESS.......................................................................................1
   ITEM 2. DESCRIPTION OF PROPERTY........................................................................................6
   ITEM 3. LEGAL PROCEEDINGS..............................................................................................6
   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................................7
PART II...................................................................................................................8
   ITEM 5. MARKET FOR ELITE FLIGHT SOLUTIONS, INC.'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........................8
   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................10
   ITEM 7. FINANCIAL STATEMENTS..........................................................................................12
   ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE..........................12
   ITEM 8A.  CONTROLS AND PROCEDURES.....................................................................................13
PART III.................................................................................................................14
   ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
   OF THE EXCHANGE ACT ..................................................................................................14
   ITEM 10. EXECUTIVE COMPENSATION.......................................................................................14
   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...............................................15
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................................................16
PART IV..................................................................................................................18
   ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.......................................................18
EXHIBIT 31.1..............................................................................................................1
EXHIBIT 32.1..............................................................................................................1
FINANCIAL STATEMENTS....................................................................................................F-1
</TABLE>



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                                     PART I


                                INTRODUCTORY NOTE

FORWARD-LOOKING STATEMENTS

         Information included or incorporated by reference in this Annual Report
may contain forward-looking  statements.  This information may involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause our  actual
results,  performance or achievements to be materially different from the future
results, performance or achievements expressed or implied by any forward-looking
statements.  Forward-looking statements,  which involve assumptions and describe
our future plans, strategies and expectations, are generally identifiable by use
of the  words  "may,"  "will,"  "should,"  "expect,"  "anticipate,"  "estimate,"
"believe,"  "intend"  or  "project"  or the  negative  of  these  words or other
variations on these words or comparable terminology.

         This Form 10-KSB Annual  Report  contains  forward-looking  statements,
including statements regarding,  among other things, (a) our projected sales and
profitability,  (b)  our  growth  strategies,  (c)  anticipated  trends  in  our
industry,  (d) our  future  financing  plans and (e) our  anticipated  needs for
working capital.  These statements may be found under  "Management's  Discussion
and Analysis or Plan of Operations" and "Description of Business," as well as in
this Annual Report  generally.  Actual  events or results may differ  materially
from  those  discussed  in  forward-looking  statements  as a result of  various
factors, including,  without limitation, the risks outlined under "Risk Factors"
and matters described in this Annual Report  generally.  In light of these risks
and uncertainties, there can be no assurance that the forward-looking statements
contained in this Annual Report will in fact occur.


ITEM 1.  DESCRIPTION OF BUSINESS

         On May 30,  2003,  Carcorp  USA  Corporation,  a  Delaware  corporation
("Carcorp"),  which was incorporated in Delaware on February 9, 1999,  completed
its  merger  (the  "Merger")  with  Elite  Flight  Solutions,   Inc.,  a  Nevada
corporation  ("Elite  Flight").  Pursuant to the Share  Exchange  Agreement,  as
amended,  among Carcorp,  Elite Flight and the shareholders of Elite Flight (the
"Shareholders"),  Elite  Flight was merged with and into  Carcorp,  with Carcorp
being the surviving  corporation  and continuing its existence under the laws of
the  State  of  Delaware.  By  virtue  of the  Merger,  all of  the  issued  and
outstanding  shares of Elite Flight owned by the Shareholders were automatically
canceled and the Shareholders will receive  105,759,297 shares of Carcorp common
stock (the "Merger Consideration"). The Merger Consideration will be paid to the
Shareholders  in two (2)  traunches.  On the date of closing,  the  Shareholders
received  23,502,066  shares of Carcorp common stock.  The remaining  balance of
82,257,231 shares of common stock will be issued to the Shareholders  subsequent
to an increase in the  authorized  common stock  pursuant to an amendment to the
Certificate of Incorporation of Elite Flight.

         Carcorp  changed  its  name  effective  June 25,  2003 to Elite  Flight
Solutions, Inc. Elite Flight, prior to the merger, was incorporated in Nevada on
November 1, 2002.  Elite Flight has one  wholly-owned  subsidiary,  Flyjets.biz,
Inc., a Nevada  corporation,  incorporated  on March 5, 2003.  Elite Flight also
owns America Air Networks Alaska,  Inc., a Nevada  corporation,  incorporated on
July 31, 2003.


BUSINESS OPERATIONS

         Elite Flight focuses on four market areas.


1.       AIRCRAFT ACQUISITIONS AND SALES

         Elite Flight  intends to act as a broker in the  aircraft  industry for
clients  wishing to sell or purchase an aircraft.  Elite Flight believes that it
has a competitive advantage by being located in Florida where there are numerous
opportunities to broker aircraft.


2.       CHARTER AND AIRCRAFT MANAGEMENT

         Elite Flight  intends to charter  flights for clients who wish to enjoy
the luxury and pleasures of private jet travel.  As part of this service,  Elite
Flight intends to arrange for the proper  aircraft and crew to meet the client's

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<PAGE>

financial  capacity and travel  needs.  In essence it will strive to provide the
best private  plane  experience  for the  dollars.  Elite Flight also intends to
cater to the needs of their  clients on the  ground-travel  requirements,  i.e.,
cars,  hotels,  etc. Elite Flight will also manage aircraft for clients who want
to maximize the  profitability of their investment when they are not able to use
them. By using a charter service such as Elite Flight,  aircraft owners maximize
the  downtime of their  investment  and  eliminate  the hassle of hiring  flight
crews, scheduling routine maintenance, etc.


         LEAR 25D AND LEAR 35A

         Light jets are the entry-level jet class in the charter industry. Light
jets are the most economical  choice for short to mid-range trips.  With average
cruising speeds of 500 mph and an average nonstop range of about 1,200 miles for
the 25D and 1700 miles for the 35A, a light jet can  travel  further  and faster
than non-jet  aircraft while  operating in and out of airports not accessible by
the major airlines.  Amenities often include;  pressurized  passenger cabins for
added comfort,  safety and performance and a semi-private  lavatory.  Light jets
have limited baggage  capacity and often cannot  accommodate  skis or large golf
bags.  Elite  Flight  has  entered  into a letter  of  intent  to enter  into an
eighteen-month  lease for these aircrafts with a monthly payment of $42,000. The
lease is renewable and provides option for purchase during the lease term. Elite
Flight intends to close this lease arrangement by September 22, 2003.


         CITATION III

         Midsize Jet aircraft  optimally blend comfort,  performance and economy
for medium  length  flights.  With  average  cruising  speeds over 500 mph and a
nonstop range of about 2,000 miles, a midsize jet can travel further, faster and
with more  comfort  than light jets while  operating  in and out of airports not
accessible by the major airlines. Most of the midsize jet aircraft have external
baggage storage and can accommodate a reasonable amount of baggage. Most midsize
jets  offer a  private  lavatory.  Elite  Flight  has  entered  into a  purchase
agreement for this  aircraft.  The contract  calls for $700,000 of payments from
August 1, 2003 thru May 1, 2004 with a final payment due of $3,050,000.


         ADDITIONAL AIRCRAFT

         Elite Flight has signed an agreement  with American Air Networks, Inc.
giving Elite Flight access to American Air Networks' fleet of 45 jets.


3.       CONTRACTED SERVICES

         Elite  Flight  intends to solicit  the  business  of the  entertainment
industry,  local and regional  sports teams and various  governmental  agencies.
Elite Flight  believes that there is a growing need for contracted  services and
believes it will be in position to take advantage of these opportunities.


4.       MAINTENANCE FUEL AND PART SALES

         Elite  Flight  intends to look to acquire  profitable  strategic  fixed
based operators ("FBO") throughout the U.S.A., which provide  maintenance,  fuel
and other  services,  such as flight plan  filing,  to  operators of private and
charter aircraft. By acquiring "FBO's," Elite Flight believes it will be able to
control the cost of its fuel,  maintenance  and parts as well as provide another
profit center for its overall operations.


5.       AMERICA AIR NETWORKS ALASKA, INC.

         Elite  Flight  recently  created  this  entity and  intends to use this
entity to form a joint  venture  with  America Air  Networks  Inc. of  Missouri.
America Air Networks Alaska plans to provide medical evacuations in the state of
Alaska.  America Air Networks  Alaska has been assigned a five-year  contract to
provide air ambulance  services to the  Yukon-Kuskokwim  Health  Corporation  in
Alaska.


INDUSTRY OVERVIEW

         The charter  aviation  business is directly  related to and impacted by
the world's  economy.  The private jet  business  expanded in the late 90's as a
result  of  the  success  of the  dot.com  industry.  The  wealth  generated  by
successful dot.com companies gave numerous  individuals the opportunity to enjoy
the luxury of private jet travel that were never able to experience this before.

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<PAGE>

The wealth of the  dot.com  individuals  and their quest for private jet travel,
also pushed up prices of aircraft  and charter  services to a level never before
experienced.  When wealth associated with the dot.com industry  dissipated,  the
charter aviation  business was impacted as well. The elevated prices of aircraft
and charter  services  fell  substantially  as fewer  individuals  could  afford
private jet travel and  numerous  privately  owned planes came on the market for
resale at a deep discount.

         Many companies and individuals are going back to private jet travel for
the safety and security that it offers. This trend is continuing and the private
charter  aviation  business  is slowly but  progressively  seeing an increase in
sales volume and profit margins. FlyJets believes that the current trends in the
private  aviation  business  positions Elite Flight to execute and  successfully
expand its business.


COMPETITIVE BUSINESS CONDITIONS

         Management   believes  that  the  charter  business  with  preferential
pricing,   especially  for  frequent  customers,   is  in  a  position  to  grow
substantially  over the next few years.  This is the oldest  form of private jet
travel. Given a weaker economy, competition among charter operations is intense,
especially  given  the need of  charter  operators,  who often  operate  managed
aircraft owned by others,  to maximize  revenue on aircraft to offset  ownership
cost.  This  over-supply  situation  can have the  effect of  creating  downward
pressure on Elite Flight's pricing.


SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES

         FlyJets aircraft  acquisition and sales area of operation has access to
the  information  on all  turbine-powered  aircraft  in the  world.  By  using a
database  named   "Jetnet,"   FlyJets  can  research  and  market  for  sale  or
acquisition,  business  jets in  locations  through  out the  world.  Management
believes this information  along with marketing and advertising to companies and
high net worth  individual  will give FlyJets an adequate  supply of product and
customers to market their services.


INTELLECTUAL PROPERTY

         None.


GOVERNMENT REGULATIONS AND APPROVALS

         We  operate  in a  highly  regulated  industry.  The  federal  Aviation
Administration  Department of Transportation oversees our industry. The sections
of the FAA regulations that specifically govern our business are:

         SECTION 61:       Certification; Pilots; Flight instructors, and ground
                           instructions.

         SECTION 91:       General operating and flight rules.

         SECTION 135:      Operating requirement: Computer and demand operations
                           and rules governing persons on board such aircraft.


EMPLOYEES

         As of  September  9, 2003,  we had five hourly and  salaried  employees
including  one  executive  level   management  and  four  hourly  or  contracted
employees. None of our employees are subject to collective bargaining agreement.


                                  RISK FACTORS

         WE ARE SUBJECT TO VARIOUS RISKS THAT MAY MATERIALLY  HARM OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. YOU SHOULD CAREFULLY CONSIDER THE
RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FILING
BEFORE  DECIDING  TO  PURCHASE  OUR  COMMON  STOCK.  IF ANY OF  THESE  RISKS  OR
UNCERTAINTIES  ACTUALLY OCCURS, OUR BUSINESS,  FINANCIAL  CONDITION OR OPERATING
RESULTS  COULD BE  MATERIALLY  HARMED.  IN THAT CASE,  THE TRADING  PRICE OF OUR
COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.



                                       3
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                          RISKS RELATED TO OUR BUSINESS


ELITE FLIGHT HAS HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE

         Since our inception we have not been  profitable and have lost money on
both a cash and  non-cash  basis.  For the period from  November 1, 2002 through
June 30, 2003, we lost  $885,584.  As this was our first year of operation,  our
accumulated  deficit was $885,584 at the end of June 30, 2003. Future losses are
likely to occur, as we are dependent on spending money to pay for operations. No
assurances  can be given that we will be successful  in reaching or  maintaining
profitable  operations.  Accordingly,  we may experience liquidity and cash flow
problems.


ELITE  FLIGHT MAY NEED TO RAISE  ADDITIONAL  CAPITAL OR DEBT  FUNDING TO SUSTAIN
OPERATIONS

         Unless Elite Flight can become  profitable,  we will require additional
capital to sustain  operations and we will need access to additional  capital or
additional debt financing to grow our sales. In addition,  to the extent that we
have a working  capital  deficit and cannot  offset the deficit from  profitable
sales we may have to raise capital to repay the deficit and provide more working
capital  to permit  growth in  revenues.  We cannot  assure  you that  financing
whether from external  sources or related parties will be available if needed or
on favorable  terms.  Our inability to obtain adequate  financing will result in
the need to reduce the pace of business operations. Any of these events could be
materially harmful to our business and may result in a lower stock price.

         We expect to be able to continue operations for 12 months with the cash
currently  on  hand,  anticipated  from  our  operations,  from  the  additional
debentures  purchased  by Cornell  Capital  Partners and from the Equity Line of
Credit  provided  by  Cornell  Capital  Partners  which was signed in June 2003.

WE ARE CLOSE TO HAVING A WORKING CAPITAL  DEFICIT,  WHICH MEANS THAT OUR CURRENT
ASSETS ON JUNE 30,  2003 WERE ONLY  SLIGHTLY  SUFFICIENT  TO SATISFY OUR CURRENT
LIABILITIES

         On June 30, 2003, our current assets  exceeded our current  liabilities
by only $2,664.  Current  assets are assets that are expected to be converted to
cash within one year and,  therefore,  may be used to pay current liabilities as
they  come  due.  If we have a  working  capital  deficit,  we may have to raise
capital or debt to fund the deficit.


OUR COMMON  STOCK MAY BE AFFECTED BY LIMITED  TRADING  VOLUME AND MAY  FLUCTUATE
SIGNIFICANTLY

         Prior to this offering,  there has been a limited public market for our
common stock and there can be no assurance that a more active trading market for
our common  stock will  develop.  An absence of an active  trading  market could
adversely  affect our  shareholders'  ability to sell our common  stock in short
time  periods,  or possibly at all.  Our common  stock has  experienced,  and is
likely to experience in the future,  significant price and volume  fluctuations,
which could adversely affect the market price of our common stock without regard
to our  operating  performance.  In  addition,  we believe  that factors such as
quarterly  fluctuations  in our  financial  results  and  changes in the overall
economy or the condition of the  financial  markets could cause the price of our
common stock to fluctuate substantially. These fluctuations may also cause short
sellers to enter the market  from time to time in the belief  that Elite  Flight
will have poor  results in the future.  We cannot  predict the actions of market
participants  and,  therefore,  can offer no assurances  that the market for our
stock will be stable or appreciate over time.


OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

         Our common stock is deemed to be "penny  stock" as that term is defined
in Rule 3a51-1  promulgated  under the  Securities  Exchange Act of 1934.  These
requirements  may reduce the  potential  market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third  parties or to otherwise  dispose of
them. This could cause our stock price to decline. Penny stocks are stock:


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         o        With a price of less than $5.00 per share;

         o        That are not traded on a "recognized" national exchange;

         o        Whose prices are not quoted on the NASDAQ automated  quotation
                  system  (NASDAQ  listed  stock  must still have a price of not
                  less than $5.00 per share); or

         o        In issuers with net tangible assets less than $2.0 million (if
                  the issuer has been in continuous operation for at least three
                  years) or $10.0 million (if in  continuous  operation for less
                  than three years),  or with average revenues of less than $6.0
                  million for the last three years.

         Broker/dealers   dealing  in  penny  stocks  are  required  to  provide
potential  investors  with a  document  disclosing  the  risks of penny  stocks.
Moreover,  broker/dealers  are required to determine  whether an investment in a
penny stock is a suitable investment for a prospective investor.


WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

         Our  success  largely  depends  on the  efforts  and  abilities  of key
executives,  including  Gregory Love, our Chief Executive Officer and President.
The loss of the services of Mr. Love could  materially harm our business because
of the cost and time necessary to replace and train a  replacement.  Such a loss
would also divert management  attention away from operational  issues. We do not
presently  maintain a key-man life  insurance  policy on Mr. Love.  We also have
other key  employees  that  manage our  operations  and if we were to lose their
services,  senior  management  would be  required  to expend  time and energy to
replace  and train  replacements.  To the extent  that we are  smaller  than our
competitors  and  have  fewer  resources  we may  not be  able  to  attract  the
sufficient number and quality of staff.


OUR LIMITED  OPERATING  HISTORY MAKES IT DIFFICULT OR IMPOSSIBLE TO EVALUATE OUR
PERFORMANCE AND MAKE PREDICTIONS ABOUT OUR FUTURE

         Elite Flight has been in business for less than one year. Based on this
limited operating history and the infancy of our aircraft chartering  operations
and other  operations,  it is  difficult  or  impossible  for us to evaluate our
operational and financial performance, or to make accurate predictions about our
future  performance.  While we  believe  that we have  refined  our  operational
systems,  there is no  assurance  that will be  successful  or well  received by
potential customers.


OUR  OBLIGATIONS  UNDER THE  SECURED  CONVERTIBLE  DEBENTURES  AND THE  $175,000
PROMISSORY NOTE ARE SECURED BY ALL OF OUR ASSETS

         Our  obligations  under  the  secured  convertible  debentures  and the
$175,000  promissory  note  issued to Cornell  Capital are secured by all of our
assets.  As a  result,  if  we  default  under  the  terms  of  the  convertible
debentures,  Cornell Capital could foreclose its security interest and liquidate
all of the assets of Elite Flight. This would cause us to cease operations.


                          RISKS RELATED TO OUR INDUSTRY


LINGERING EFFECTS OF TERRORIST ATTACKS,  WAR IN IRAQ, AND WEAK U.S. ECONOMY HAVE
DEPRESSED DEMAND FOR AIR TRAVEL, PARTICULARLY BUSINESS TRAVEL

         A  combination  of factors  has  depressed  the demand for  overall air
travel and, in particular,  business travel. These factors include the lingering
effects of the September 11, 2001 terrorist  attacks and the war in Iraq and the
weak U.S.  economy.  The terrorist attacks of September 11, 2001 accelerated and
exacerbated  an  existing  trend of  decreased  demand  and  reduced  air travel
industry revenues.  Additional  terrorists attacks,  even if not directed at the
airline  industry,  the fear of such attacks  (which could  escalate at times of
international crises or U.S. military involvement in overseas hostilities), or a
continuing  weakness in the U.S. and global  economy or other events that affect
travel,  particularly  business travel,  could have a material adverse impact on
our business,  financial condition and results of operations, and on the airline
industry  in  general.  While these  concerns  may have a greater  impact on the
commercial air travel  industry,  these concerns may also affect private charter
air travel industry, especially a weak U.S. economy.


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<PAGE>

WE ARE BEING ADVERSELY AFFECTED BY INCREASES IN FUEL PRICES

         Our  air  chartering  operations  are  significantly  affected  by  the
availability  and price of jet fuel. A  significant  increase in jet fuel prices
would have a material impact on our  profitability,  unless these costs could be
passed to consumers.  Due to the competitive nature of the airline industry, our
ability to pass on increased fuel prices to our customers by increasing fares is
uncertain. Likewise, any potential benefit of lower fuel prices may be offset by
increased fare competition and lower revenues for all air carriers.

         While we do not currently  anticipate a  significant  reduction in fuel
availability,  dependency on foreign imports of crude oil and the possibility of
changes  in  government  policy  on  jet  fuel  production,  transportation  and
marketing make it impossible to predict the future  availability of jet fuel. If
there are new outbreaks of hostilities or other conflicts in oil producing areas
or elsewhere,  there could be reductions in the production and/or importation of
crude oil and/or significant  increases in the cost of fuel. If there were major
reductions in the availability of jet fuel or significant increases in its cost,
our  business,  as well as that of the  entire  air  travel  industry,  would be
adversely affected.


OUR  INSURANCE  COSTS HAVE  INCREASED  SUBSTANTIALLY  AND FURTHER  INCREASES  IN
INSURANCE  COSTS OR REDUCTIONS IN COVERAGE COULD HAVE A MATERIAL  ADVERSE IMPACT
ON US

         We carry insurance for public liability,  passenger liability, property
damage and  all-risk  coverage  for damage to our  aircraft.  As a result of the
September 11, 2001  terrorist  attacks,  aviation  insurers  have  significantly
reduced the amount of insurance  coverage  available to commercial  air carriers
for liability to persons other than employees or passengers for claims resulting
from acts of terrorism,  war or similar events (war-risk coverage).  At the same
time, they significantly increased the premiums for such coverage as well as for
aviation insurance in general.  If the commercial  insurance carriers reduce the
amount of insurance coverage available to us or significantly  increase the cost
of  aviation  insurance,  our  business,  financial  condition  and  results  of
operations would be materially adversely affected.


THE AIRLINE INDUSTRY IS FIERCELY COMPETITIVE

         We compete with national  airlines,  regional  airlines,  other charter
carriers,  fractional  jet ownership  operators,  and,  particularly  on shorter
routes,  ground  transportation.  Most of our competitions have been in business
far longer  than us, and have  significantly  greater  financial  stability  and
access to capital  markets.  There is no assurance that we will be successful in
the face of this competition.


OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION

         Aircraft  operators,   including  charter  carriers,   are  subject  to
extensive regulatory requirements that result in significant costs. For example,
the Federal  Aviation  Administration  from time to time issues  directives  and
other  regulations  relating to the maintenance  and operation of aircraft,  and
compliance  with  those  requirements  drives  significant  expenditures.  These
requirements  cover,  among other  things,  modifications  to existing  aircraft
components,  as well as  maintenance  issues.  We expect to  continue  incurring
expenses to comply with these requirements and other FAA regulations.

         Additional laws, regulations,  taxes and airport rates and charges have
been proposed from time to time that could  significantly  increase the cost our
operations  or  reduce  revenues.  We  cannot  provide  assurance  that  laws or
regulations enacted in the future will not adversely affect us.


ITEM 2. DESCRIPTION OF PROPERTY

         Our offices are located at 8191 North Tamiami Trail, Sarasota Bradenton
International Airport, Sarasota, Florida 34243. We have a thirty-six month lease
that ends June 2006 at an annual  cost of  $126,000.  The  property  consists of
1,500 square feet of office space and two aircraft hangers large enough to house
a number of large  corporate  aircraft.  We also have entered into a lease for a
7,000 square foot hanger and office facilities in Anchorage, Alaska at a monthly
rent of $5,090 per month.


ITEM 3. LEGAL PROCEEDINGS

         None.


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<PAGE>

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

         Since  inception,   no  matters  have  been  submitted  to  a  vote  of
stockholders,  except for the vote taken relating to the merger with Carcorp USA
Corporation, as more fully described in the "Description of Business" Section of
this Annual Report. All stockholders of record of Elite Flight Solutions,  Inc.,
prior to the  merger,  voted in favor the merger with  Carcorp USA  Corporation.
Subsequent to June 2, 2003,  the date of the merger,  there have been no matters
submitted to a vote of stockholders.





                                       7
<PAGE>





                                     PART II


ITEM 5. MARKET FOR ELITE  FLIGHT  SOLUTIONS,  INC.'S  COMMON  EQUITY AND RELATED
STOCKHOLDER MATTERS

         Elite Flight's  common stock currently  trades on the  Over-The-Counter
Bulletin Board ("OTC:BB") under the trading symbol "EFLT".

         The  following  table sets forth the  highest and lowest bid prices for
the common stock for each calendar  quarter and subsequent  interim period since
June 2, 2003, the date of the merger,  through September 9, 2003, as reported by
the National Quotation Bureau,  and represent  interdealer  quotations,  without
retail  markup,  markdown  or  commission  and may not be  reflective  of actual
transactions.

                                                              BID PRICES
                                                         ----------------------
                                                             HIGH        LOW
                                                         -----------  ---------
          2003
          Second Quarter Beginning June 2, 2003             $0.23       $0.10
          Third Quarter Through September 9, 2003           $0.24       $0.12



DIVIDENDS

         Elite  Flight has not  declared  or paid cash  dividends  on its Common
Stock since its inception and does not  anticipate  paying such dividends in the
foreseeable  future.  The payment of dividends may be made at the  discretion of
the Board of  Directors  and will depend  upon,  among other  factors,  on Elite
Flight's  operations,  its  capital  requirements,  and  its  overall  financial
condition.


                            DESCRIPTION OF SECURITIES


GENERAL

         Elite Flight's  authorized  capital  consists of 100,000,000  shares of
common  stock,  par value $0.001 per share.  At  September  9, 2003,  there were
46,253,099  outstanding shares of common stock. Set forth below is a description
of certain  provisions  relating to Elite Flight's capital stock. For additional
information,  please  refer to Elite  Flight's  Articles  of  Incorporation  and
By-Laws and the Delaware General Corporate Laws.


COMMON STOCK

         Each  outstanding  share of common  stock  has one vote on all  matters
requiring a vote of the  stockholders.  There is no right to cumulative  voting;
thus, the holder of fifty percent or more of the shares outstanding can, if they
choose to do so,  elect all of the  directors.  In the event of a  voluntary  of
involuntary   liquidation,   all   stockholders  are  entitled  to  a  pro  rata
distribution  after payment of liabilities and after provision has been made for
each  class of stock,  if any,  having  preference  over the common  stock.  The
holders of the common  stock have no  preemptive  rights with  respect to future
offerings  of shares of common  stock.  Holders of common  stock are entitled to
dividends  if,  as and when  declared  by the  Board  out of the  funds  legally
available therefore.  It is Elite Flight's present intention to retain earnings,
if any,  for use in its  business.  The payment of dividends on the common stock
are, therefore, unlikely in the foreseeable future.




                                       8
<PAGE>

WARRANTS

         Elite Flight has not issued any warrants since inception.


OPTIONS

         Elite Flight has not issued any options since inception.


DEBENTURES

         Elite Flight has outstanding secured convertible debentures, which were
issued in the original  principal amount of $500,000.  These  debentures  accrue
interest at a rate of 5% per year and mature three years from the issuance date.
The debentures are convertible at the holder's option any time up to maturity at
a conversion price equal to the lower (i) of $0.25 or (ii) of the lowest closing
bid price of the common stock for the five trading  days  immediately  preceding
the conversion date. At maturity,  Elite Flight has the option to either pay the
holder the outstanding  principal balance and accrued interest or to convert the
debentures into shares of common stock at a conversion  price equal to the lower
of (i) $0.25 or (ii) 80% of the lowest closing bid price of the common stock for
the five trading days immediately  preceding the conversion date. The debentures
are secured by all of the assets of Elite Flight.

         As part of the  commitment  fee under the Equity Line of Credit,  Elite
Flight issued a compensation  debenture to Cornell Capital  Partners in the face
amount of $590,000.  The  compensation  debenture bears interest at a rate of 5%
per year and has a three-year  term.  Cornell  Capital  Partners may convert the
compensation debenture at a conversion price equal to 100% of the lowest closing
bid price of Elite Flight's common stock for the three trading days  immediately
preceding the conversion  date. At maturity,  Elite Flight has the option to pay
Cornell Capital Partners the outstanding  principal balance and accrued interest
or to  convert  the  compensation  debenture  into  shares of common  stock at a
conversion price equal to 100% of the lowest closing bid price of Elite Flight's
common stock for the three trading days  immediately  preceding  the  conversion
date.


CHANGES IN SECURITIES

         During  2002 and  through  September  9,  2003,  Elite  Flight  had the
following unregistered issuances of securities:

         Pursuant to the Merger  between  Carcorp and Elite  Flight,  23,502,066
shares  of  common  stock  were  issued  on  June  2,  2003  to  the  pre-merger
shareholders  of Elite  Flights.  Pursuant  to the  terms of the  Merger,  these
shareholders  shall receive an additional  82,257,231  shares of Elite  Flight's
common stock  subsequent  to an increase in the  authorized  number of shares of
common stock of Elite Flight.

         In June 2003, Cornell Capital Partners,  L.P. entered into a securities
purchase agreement with Elite Flight under which Cornell Capital Partners agreed
to purchase the total amount of $500,000 secured convertible debentures. Cornell
Capital  purchased  $250,000  of  convertible  debentures  on June 9, 2003,  and
purchased $250,000 of the secured  convertible  debentures on September 8, 2003.
The debentures are convertible at the holder's option any time up to maturity at
a  conversion  price  equal to the lower of (i) $0.25 or (ii) 80% of the  lowest
closing  bid price of the common  stock for the five  trading  days  immediately
preceding the conversion date. The debentures are secured by the assets of Elite
Flight. The debentures have a five-year term and accrue interest at 5% per year.
At  maturity,  Elite  Flight  has  the  option  to  either  pay the  holder  the
outstanding  principal balance and accrued interest or to convert the debentures
into  shares of common  stock at a  conversion  price  equal to the lower of (i)
$0.25 or (ii) 80% of the lowest  closing bid price of the common  stock for five
trading days immediately preceding the conversion date. Cornell Capital Partners
received a 10%  discount  from the  purchase  price of the  secured  convertible
debentures.   Cornell  Capital  Partners   purchased  the  secured   convertible
debentures from Elite Flight in a private placement.

         On June 9, 2003,  Elite  Flight  entered  into an Equity Line of Credit
with Cornell Capital Partners. Pursuant to the Equity Line of Credit, we may, at
our discretion,  periodically  sell to Cornell Capital Partners shares of common
stock  for a total  purchase  price of up to $10.0  million.  For each  share of
common stock purchased under the Equity Line of Credit, Cornell Capital Partners
will pay Elite Flight 95% of, or a 5% discount to, the lowest  closing bid price
of our common stock on the  Over-the-Counter  Bulletin Board or other  principal
market  on which  our  common  stock is  traded  for the five  days  immediately
following the notice date.  Further,  Cornell Capital Partners will retain 6% of
each advance under the Equity Line of Credit. In connection with the Equity Line


                                       9
<PAGE>

of Credit,  Cornell Capital Partners is entitled to a one-time commitment fee in
the form of a  compensation  debenture  in the face  amount of  $590,000,  which
Cornell  Capital  Partners  received on June 9, 2003. On August 28, 2003,  Elite
Flight filed a registration  statement  registering  78,675,000 shares of common
stock in connection with the secured convertible  debentures and the Equity Line
of Credit,  among other  shares.  On September  16,  2003,  the SEC declared the
registration statement effective.

         On September 8, 2003, Elite Flight issued a $175,000 promissory note to
Cornell  Capital  Partners.  The promissory note has a 90-day term. This note is
secured by all of the assets of Elite Flight.

         On September 18, 2003 Elite Flight issued a $500,000 promissory note to
Cornell Capital Partners. The promissory note has a 53-day term.

         There  have  been  no  other  issuances  of   unregistered   securities
subsequent to the merger on June 2, 2003.


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


GENERAL

         The following  discussion  and analysis  should be read in  conjunction
with the  Consolidated  Financial  Statements,  and the Notes  thereto  included
herein. The information contained below includes statements of Elite Flight's or
management's  beliefs,  expectations,  hopes,  goals  and  plans  that,  if  not
historical,   are  forward-looking  statements  subject  to  certain  risks  and
uncertainties  that could cause actual results to differ  materially  from those
anticipated   in  the   forward-looking   statements.   For  a   discussion   on
forward-looking  statements,  see the information set forth in the  Introductory
Note to this Annual Report under the caption "Forward Looking Statements", which
information is incorporated herein by reference.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Management's  discussion  and analysis of our  financial  condition and
results of  operations  are based upon our  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America.  The  preparation  of these  financial
statements  requires  that we make  estimates  and  judgments  that  affect  the
reported  amounts of assets,  liabilities,  revenues and  expenses,  and related
disclosure of  contingent  assets and  liabilities.  At each balance sheet date,
management evaluates its estimates,  including but not limited to, those related
to inventories,  accrued  liabilities,  and the valuation  allowance  offsetting
deferred  income taxes.  We base our estimates on historical  experience  and on
various  other  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances.  Actual results may differ from these  estimates  under different
assumptions or conditions.  The estimates and critical  accounting policies that
are most important in fully understanding and evaluating our financial condition
and results of operations  include those listed above,  as well as our valuation
of equity securities used in transactions and for compensation,  and our revenue
recognition methods.


SIGNIFICANT ACCOUNTING POLICIES

         REVENUE  RECOGNITION.  Revenue from charters of airplanes is recognized
as performed based on contractual charter rates.

         FIXED  ASSETS.  Fixed  assets  are  stated  at  cost  less  accumulated
depreciation.  Depreciation is provided  principally on the straight-line method
over the estimated useful lives of the assets, which are generally 5 to 7 years.
The amounts of  depreciation  provided are  sufficient to charge the cost of the
related  assets to operations  over their  estimated  useful lives.  The cost of
repairs and  maintenance  is charged to expense as  incurred.  Expenditures  for
property   betterments  and  renewals  are  capitalized.   Upon  sale  or  other
disposition of a depreciable  property,  cost and accumulated  depreciation  are
removed from the accounts and any gain or loss is reflected in other income.

         Elite Flight  periodically  evaluates  whether events and circumstances
have  occurred that may warrant  revision of the estimated  useful life of fixed
assets or whether the remaining  balance of fixed assets should be evaluated for
possible  impairment.  Elite Flight uses an estimate of the related undiscounted
cash  flows  over the  remaining  life of the fixed  assets in  measuring  their
recoverability.

         ADVERTISING  COSTS.  Elite Flight  recognizes  advertising  expenses in
accordance  with Statement of Position 93-7  "Reporting on  Advertising  Costs."
Accordingly,  Elite Flight expenses the costs of producing advertisements at the
time production occurs,  and expenses the costs of communicating  advertisements
in the period in which the advertising space or airtime is used.


                                       10
<PAGE>

FINANCIAL CONDITION

         Elite Flight has been in  operation  for less than one year and has had
limited  revenue  since  inception.  Elite Flight must  successfully  expand its
business  operations  and achieve  profitability  to maintain a sound  financial
condition.


RESULTS OF OPERATIONS


         FOR THE PERIOD FROM NOVEMBER 1, 2002 THROUGH JUNE 30, 2003, COMPARED TO
THE FISCAL YEAR ENDED JUNE 30, 2002


         REVENUES

         For the period  from  November 1, 2002  through  June 30,  2003,  Elite
Flight had revenues of $169,358, which consisted of revenues from Elite Flight's
air chartering  operations.  Management believes that revenues will increase for
the fiscal year ending June 30, 2004,  as Elite  Flight  continues to expand its
fleet of aircraft and operations.


         COST OF REVENUES

         Cost of revenues for the period from  November 1, 2002 through June 30,
2003, were $166,422,  or 98.3% of revenue.  Cost or revenues  consists of mainly
crew expenses and aircraft  maintenance and fuel.  Management expects that Elite
Flight's cost of revenues will increase during fiscal year ending June 30, 2004,
as revenues  increase,  however,  management  believes  that, as a percentage of
revenues,  the cost of revenues  should  decrease as Elite  Flight  continues to
expand its operations.


         GROSS PROFIT

         Gross  profit for the period  from  November 1, 2002  through  June 30,
2003, was $2,936, or 1.7%. Management believes gross profit will increase in the
current fiscal year, both in dollar terms and as a percentage of revenue.


         OPERATING AND OTHER EXPENSES

         Operating  and other  expenses  for the period  from  November  1, 2002
through  June 30,  2003,  consisted  of $878,504  of general and  administrative
expenses,  $8,417 in selling  expenses,  and  $1,599 in  interest  expense.  The
general and administrative expenses consisted mainly of the cost associated with
the issuance of shares for consulting and will likely increase during the fiscal
year  ending  June 30,  2004,  as a result of the  expansion  of Elite  Flight's
operations.  Management  believes  that the selling  expenses,  which consist of
marketing and  advertising,  will also likely  increase during this fiscal year.
The interest  expense of $1,599 relates to the  convertible  debentures  held by
Cornell  Capital  Partners,  and the loans received by Elite Flight,  and should
also increase as Elite Flight obtains  additional  financing for acquisitions of
aircraft and other purposes.


         NET LOSS

         Elite flight had a net loss of $885,584 for the period from November 1,
2002  through  June 30,  2003,  relating  mostly to Elite  Flight's  general and
administrative  expenses.  Management  believes that, for the fiscal year ending
June  30,  2004,  Elite  Flight  should  significantly  reduce  its net loss and
possibly achieve profitability on a net basis.


LIQUIDITY AND CAPITAL RESOURCES

         As of September 9, 2003,  Elite  Flight had  approximately  $143,500 in
cash and cash  equivalents.  This amount of available  cash is not sufficient to
satisfy Elite Flight's need for working capital for the short term. Elite Flight
incurred a net loss of  $885,584  for the period from  November 1, 2002  through
June  30,  2003  and an  accumulated  deficit  of  $885,584  at June  30,  2003.
Management is planning to obtain additional capital principally through the sale
of equity and debt  securities.  The  realization of assets and  satisfaction of
liabilities  in the normal  course of business is  dependent  upon Elite  Flight
obtaining   additional  equity  capital  and  ultimately   obtaining  profitable
operations.  However,  no  assurances  can be given  that Elite  Flight  will be
successful in these activities.

         For the period  from  November 1, 2002  through  June 30,  2003,  Elite
Flight had net cash used by operating  activities of $138,827,  which  consisted
mainly of Elite  Flight's  net loss of  $885,584,  $739,050 of stock  issued for

                                       11
<PAGE>

services and $113,343  increase in accounts  payable.  Elite Flight had net cash
used by investing  activities  of $25,833,  as a result of the purchase of fixed
assets.  Net cash provided by financing  activities  was $392,432 for the period
from  November 1, 2002 through June 30, 2003,  consisting  mainly of $144,000 in
proceeds for loans payable and $250,000 in proceeds for convertible debentures.

         In June 2003, Cornell Capital Partners,  L.P. entered into a securities
purchase agreement with Elite Flight under which Cornell Capital Partners agreed
to purchase the total amount of $500,000 secured convertible debentures. Cornell
Capital  purchased  $250,000  of  convertible  debentures  on June 9, 2003,  and
purchased $250,000 of secured  convertible  debentures on September 8, 2003. The
debentures are  convertible at the holder's  option any time up to maturity at a
conversion  price  equal  to the  lower of (i)  $0.25 or (ii) 80% of the  lowest
closing  bid price of the common  stock for the five  trading  days  immediately
preceding the  conversion  date. The debentures are secured by all of the assets
of Elite Flight.  The debentures have a five-year term and accrue interest at 5%
per year. At maturity,  Elite Flight has the option to either pay the holder the
outstanding  principal balance and accrued interest or to convert the debentures
into  shares of common  stock at a  conversion  price  equal to the lower of (i)
$0.25 or (ii) 80% of the lowest  closing bid price of the common  stock for five
trading days immediately preceding the conversion date. Cornell Capital Partners
received a 10%  discount  from the  purchase  price of the  secured  convertible
debentures.   Cornell  Capital  Partners   purchased  the  secured   convertible
debentures from Elite Flight in a private placement.

         On June 9, 2003,  Elite  Flight  entered  into an Equity Line of Credit
with Cornell Capital Partners. Pursuant to the Equity Line of Credit, we may, at
our discretion,  periodically  sell to Cornell Capital Partners shares of common
stock  for a total  purchase  price of up to $10.0  million.  For each  share of
common stock purchased under the Equity Line of Credit, Cornell Capital Partners
will pay Elite Flight 95% of, or a 5% discount to, the lowest  closing bid price
of our common stock on the  Over-the-Counter  Bulletin Board or other  principal
market  on which  our  common  stock is  traded  for the five  days  immediately
following the notice date.  Further,  Cornell Capital Partners will retain 6% of
each advance under the Equity Line of Credit. In connection with the Equity Line
of Credit,  Cornell Capital Partners is entitled to a one-time commitment fee in
the form of a  compensation  debenture  in the face  amount of  $590,000,  which
Cornell  Capital  Partners  received on June 9, 2003. On August 28, 2003,  Elite
Flight filed a registration  statement  registering  78,675,000 shares of common
stock in connection with the secured convertible  debentures and the Equity Line
of Credit,  among other  shares.  On September  16,  2003,  the SEC declared the
registration effective.

         On September 8, 2003, Elite Flight issued a $175,000 promissory note to
Cornell  Capital  Partners.  The promissory note has a 90-day term. This note is
secured by all of the assets of Elite Flight.

         On September 18, 2003 Elite Flight issued a $500,000 promissory note to
Cornell Capital Partners. The promissory note has a 53-day term.

         From time to time,  Elite  Flight may evaluate  potential  acquisitions
involving complementary  businesses,  content,  products or technologies.  Elite
Flight's  future  capital  requirements  will depend on many factors,  including
growth  of Elite  Flight's  business,  economic  conditions  and  other  factors
including the results of future  operations.  If Elite Flight is unable to raise
sufficient funds to meet its long-term capital needs, there is a risk that Elite
Flight will be required to cease operations.


CURRENT ACCOUNTING PRONOUNCEMENTS

         In November 2002, the Financial  Accounting Standards Board issued FASB
Interpretation  No. 45 ("FIN No. 45"),  Guarantor's  Accounting  and  Disclosure
Requirements for Guarantees,  Including  Indirect  Guarantees of Indebtedness of
Others an  interpretation  of SFAS No.  5, 57,  and 107 and  rescission  of FASB
Interpretation No. 34, was issued. FIN No. 45 clarifies the requirements of SFAS
No. 5, Accounting for Contingencies,  relating to a guarantor's  accounting for,
and disclosure of, the issuance of certain types of guarantees.  The adoption of
the  provisions  of FIN No. 45 did not have a material  impact on the  Company's
results of operations, financial position or cash flows.


ITEM 7. FINANCIAL STATEMENTS

         The  consolidated  financial  statements  of Elite  Flight  required by
Regulation  S-B are attached to this report.  Reference is made to Item 13 below
for an index to the financial statements.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

         There were no  changes in  accountants  or any  disagreements  with our
accountants on accounting and financial disclosures.


                                       12
<PAGE>

ITEM 8A.  CONTROLS AND PROCEDURES

         EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:

         As of the end of the period covered by this report, the Company carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  Principal Executive  Officer/Acting  Principal Financial Officer (one
person),  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls  and  procedures.  The  Company's  disclosure  controls and
procedures are designed to provide a reasonable  level of assurance of achieving
the Company's  disclosure control objectives.  The Company's Principal Executive
Officer/Acting  Principal  Accounting  Officer has concluded  that the Company's
disclosure  controls and procedures  are, in fact,  effective at this reasonable
assurance level. In addition, we reviewed our internal controls,  and there have
been no  significant  changes in our internal  controls or in other factors that
could  significantly  affect those controls subsequent to the date of their last
valuation  or from the end of the  reporting  period  to the  date of this  Form
10-KSB.




                                       13
<PAGE>


                                    PART III


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

         As of September 9, 2003, the directors and executive  officers of Elite
Flight,  their  age,  positions  in Elite  Flight,  the  dates of their  initial
election or appointment as directors or executive  officers,  and the expiration
of the terms are as follows:

<TABLE>
<CAPTION>
NAME OF DIRECTOR/
  EXECUTIVE OFFICER            AGE       POSITION                              PERIOD SERVED
--------------------------   -------  -----------------------------------   -------------------------
<S>                            <C>    <C>                                   <C>
Gregory Love                   46     President, Chief Executive Officer,   November 2002 (Inception)
                                      and Director                          to Present
</TABLE>

         Elite  Flight's   directors  are  elected  at  the  annual  meeting  of
stockholders and hold office until their successors are elected.  Elite Flight's
officers are  appointed  by the Board of Directors  and serve at the pleasure of
the Board  and are  subject  to  employment  agreements,  if any,  approved  and
ratified by the Board.

         None of Elite Flight's directors or executive officers is a director of
any company that files  reports with the SEC. None of Elite  Flight's  directors
have been involved in legal proceedings.

         GREGORY  LOVE.  Mr.  Gregory  Love  is  the  Chief  Executive  Officer,
President  and Sole Director of Elite Flight  Solutions,  Inc. that he formed in
November of 2002. The five years preceding his current employment,  Mr. Love was
employed by Triple  Diamond  Charter  Service as an associate,  from August 2001
until  forming  Elite Flight  Solutions,  Inc. in November  2002.  Prior to that
position, Mr. Love was employed as a salesman with American Aircraft Inc., where
he began his employment in April 1996.


SECTION 16(A) BENEFICIAL OWNERSHIP


         REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934 and the  rules
thereunder  require  Elite  Flight's  officers  and  directors,  and persons who
beneficially  own more than ten percent of a registered  class of Elite Flight's
equity  securities,  to file reports of ownership and changes in ownership  with
the Securities and Exchange Commission and to furnish Elite Flight with copies.

         Based on its reviews of the copies of the Section 16(a) forms  received
by it, or written  representations from certain reporting persons,  Elite Flight
believes   that,   during  the  last  fiscal  year,  all  Section  16(a)  filing
requirements applicable to its officers,  directors and greater than ten-percent
beneficial owners were complied with and filed timely.


EXECUTIVE COMPENSATION

         The following table sets forth, for the period November 1, 2002 through
June 30, 2003, certain  information  regarding the compensation  earned by Elite
Flight's  Chief  Executive  Officer  and  each of  Elite  Flight's  most  highly
compensated  executive  officers whose aggregate annual salary and bonus for the
period  November 1, 2002  through June 30, 2003,  exceeds  $100,000  (the "Named
Executive Officers"), with respect to services rendered by such persons to Elite
Flight and its subsidiaries.


ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth, for the period November 1, 2002 through
June 30, 2003, certain  information  regarding the compensation  earned by Elite
Flight's  Chief  Executive  Officer  and  each of  Elite  Flight's  most  highly
compensated  executive  officers whose aggregate annual salary and bonus for the
period  November 1, 2002  through June 30, 2003,  exceeds  $100,000  (the "Named
Executive Officers"), with respect to services rendered by such persons to Elite
Flight and its subsidiaries.


                                       14
<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                           ANNUAL COMPENSATION                          LONG-TERM COMPENSATION
                                ------------------------------------------ ------------------------------------------------
NAME AND PRINCIPAL                                             OTHER          RESTRICTED      UNDERLYING         OTHER
  POSITION             YEAR        SALARY        BONUS      COMPENSATION     STOCK AWARDS       OPTIONS      COMPENSATION
-------------------  ---------  ----------  ------------  ---------------- ---------------- -------------- ----------------
<S>                      <C>        <C>           <C>        <C>             <C>                <C>           <C>
Gregory Love,            2003               --        --                --               --             --               --
President, CEO           2002               --        --                --               --             --               --
</TABLE>






OPTION GRANTS

         Elite  Flight has not granted  any stock  options nor adopted any stock
option plans since inception.


COMPENSATION OF DIRECTORS

         Gregory  Love,   Elite  Flight's  only  director,   is  not  separately
compensated for serving as a director of Elite Flight.


EMPLOYMENT AGREEMENTS

         Elite Flight has not entered into any employment  agreements  since its
inception.


COMMITTEES OF THE BOARD OF DIRECTORS

         Elite Flight  currently  does not have any  committees  of its Board of
Directors.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth  information  with  respect  of  the
beneficial  ownership  as of  September  9, 2003 for any  person who is known to
Elite Flight to be the beneficial owner of more than 5% of Elite Flight's common
stock.

<TABLE>
<CAPTION>
                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
--------------------------------------------------------------------------------------------------------
                                                                                     AMOUNT AND NATURE
                                       NAME AND                     OF BENEFICIAL       PERCENTAGE OF
TITLE OF CLASS                 ADDRESS OF BENEFICIAL OWNER            OWNERSHIP           CLASS (1)
---------------------   ---------------------------------------   -------------------  ------------------
<S>                     <C>                                                <C>                     <C>
Common                  Amber Run LLC                                      6,489,934               5.48%
                        2033 Main Street - Suite 600
                        Sarasota, FL 34237

Common                  Paradise Run LLC (3)                              16,792,014              36.30%
                        5550 Bee Ridge Road - Suite e-3
                        Sarasota, FL 34232

Common                  Cornell Capital Partners, L.P.                  5,178,300(2)               9.99%
                        101 Hudson Street - Suite 3606
                        Jersey City, NJ 07302

</TABLE>

                                       15

<PAGE>

<TABLE>
<CAPTION>
                                 SECURITY OWNERSHIP OF MANAGEMENT
--------------------------------------------------------------------------------------------------------------------
                                                                         AMOUNT AND NATURE
                                              NAME AND                     OF BENEFICIAL            PERCENTAGE OF
TITLE OF CLASS                        ADDRESS OF BENEFICIAL OWNER            OWNERSHIP                CLASS (1)
----------------------------   ------------------------------------      -------------------      ------------------
<S>                                         <C>                                  <C>                     <C>
Common                         Gregory Love (3)                                  16,792,014              36.30%
                               5550 Bee Ridge Road. Suite e-3
                               Sarasota, Florida 34232

ALL OFFICERS AND DIRECTORS
  AS A GROUP (1) PERSON                                                          16,792,014              36.30%

</TABLE>

---------------
*        Less than 1%.


(1)      Applicable  percentage  of ownership is based on  46,656,543  shares of
         common stock  outstanding as of September 9, 2003 for each stockholder.
         Beneficial  ownership is determined  in accordance  within the rules of
         the Commission and generally  includes voting of investment  power with
         respect to  securities.  Shares of common stock  subject to  securities
         exercisable  or  convertible  into  shares  of  common  stock  that are
         currently  exercisable  or  exercisable  within 60 days of September 9,
         2003 are deemed to be  beneficially  owned by the person  holding  such
         options for the purpose of  computing  the  percentage  of ownership of
         such  persons,  but are not treated as  outstanding  for the purpose of
         computing the percentage ownership of any other person.


(2)      Consists of shares of common stock underlying conversion of $500,000 of
         debentures  and shares of common  stock  underlying  conversion  of the
         $590,000 compensation debenture.


(3)      Paradise Run LLC is 100% beneficially  owned by Gregory Love and all of
         Mr. Love's  holdings of shares of common stock of Elite Flight are held
         by Paradise Run LLC.



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

         Elite Flight has not  authorized  any equity  compensation  plans since
inception.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In June 2003, Cornell Capital Partners,  L.P. entered into a securities
purchase agreement with Elite Flight under which Cornell Capital Partners agreed
to purchase  the total  amount of $500,000  of secured  convertible  debentures.
Cornell Capital purchased $250,000 of secured convertible  debentures on June 9,
2003, and purchased $250,000 of secured  convertible  debentures on September 8,
2003.  The  debentures  are  convertible  at the holder's  option any time up to
maturity  at a  conversion  price equal to the lower of (i) $0.25 or (ii) 80% of
the lowest  closing  bid price of the  common  stock for the five  trading  days
immediately  preceding the  conversion  date.  The debentures are secured by the
assets of Elite Flight. The debentures have a five-year term and accrue interest
at 5% per year.  At  maturity,  Elite  Flight  has the  option to either pay the
holder the outstanding  principal balance and accrued interest or to convert the
debentures into shares of common stock at a conversion  price equal to the lower
of (i) $0.25 or (ii) 80% of the lowest closing bid price of the common stock for
five trading days  immediately  preceding the conversion  date.  Cornell Capital
Partners  received  a 10%  discount  from  the  purchase  price  of the  secured
convertible   debentures.   Cornell  Capital  Partners   purchased  the  secured
convertible debentures from Elite Flight in a private placement.

                                       16
<PAGE>

         On June 9, 2003,  Elite  Flight  entered  into an Equity Line of Credit
with Cornell Capital Partners. Pursuant to the Equity Line of Credit, we may, at
our discretion,  periodically  sell to Cornell Capital Partners shares of common
stock  for a total  purchase  price of up to $10.0  million.  For each  share of
common stock purchased under the Equity Line of Credit, Cornell Capital Partners
will pay Elite Flight 95% of, or a 5% discount to, the lowest  closing bid price
of our common stock on the  Over-the-Counter  Bulletin Board or other  principal
market  on which  our  common  stock is  traded  for the five  days  immediately
following the notice date.  Further,  Cornell Capital Partners will retain 6% of
each advance under the Equity Line of Credit. In connection with the Equity Line
of Credit,  Cornell Capital Partners is entitled to a one-time commitment fee in
the form of a  compensation  debenture  in the face  amount of  $590,000,  which
Cornell  Capital  Partners  received on June 9, 2003. On August 28, 2003,  Elite
Flight filed a registration  statement  registering  78,675,000 shares of common
stock in connection with the secured convertible  debentures and the Equity Line
of Credit,  among other  shares.  On September  16,  2003,  the SEC declared the
registration statement effective.

         On September 8, 2003, Elite Flight issued a $175,000 promissory note to
Cornell  Capital  Partners.  The promissory note has a 90-day term. This note is
secured by all of the assets of Elite Flight.

         On September 18, 2003 Elite Flight issued a $500,000 promissory note to
Cornell Capital Partners. The promissory note has a 53-day term.

         Elite Flight has not given  anything of value to, or received  anything
of value from, any promoter since inception.





                                       17
<PAGE>





                                     PART IV


ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

         (A)      DOCUMENTS FILED AS PART OF THIS REPORT:

         See Index to  Consolidated  Financial  Statements  attached,  which are
filed as part of this report.

         (B)      REPORTS ON FORM 8-K:

         On June 6, 2003, Elite Flight  Solutions,  Inc.  (formerly  Carcorp USA
Corporation)  (the  "Registrant"),   a  Delaware  Corporation,  filed  with  the
Securities  and  Exchange  Commission  on Form  8-K,  an  announcement  that the
Registrant had entered into the Merger more fully described in the  "Description
of Business" Section of this Form 10-KSB.

          On July 18,  2003,  Elite  Flight  filed a current  report of Form 8-K
reporting under Items 5 and 8 and Elite Flight had changed its name from Carcorp
USA  Corporation  to Elite  Flight  Solutions,  Inc.  and that Elite  Flight had
changed its fiscal year end to June 30 from December 31.

          On August 25, 2003 Elite  Flight  filed an  amendment  to the Form 8-K
filed on June 6, 2003, through which Elite Flight filed the financial statements
required as part of the Share Exchange  Agreement reported on the Form 8-K filed
on June 6, 2003.

         (C)      EXHIBITS:

<TABLE>
<CAPTION>

EXHIBIT NO.         DESCRIPTION                                          LOCATION
<S>                 <C>                                                  <C>
3.1                 Certificate of Incorporation, as amended             Incorporated by reference to Exhibit 3.1 to
                                                                         Form SB-2 filed with the SEC on August 28, 2003

3.2                 Bylaws                                               Incorporated by reference to Exhibit 3.2 to
                                                                         Form SB-2 filed with the SEC on August 28, 2003

3.3                 Certificate of Incorporation for FlyJets.Biz         Incorporated by reference to Exhibit 3.3 to
                                                                         Form SB-2 filed with the SEC on August 28, 2003

3.4                 Bylaws of FlyJets.Biz                                Incorporated by reference to Exhibit 3.4 to
                                                                         Form SB-2 filed with the SEC on August 28, 2003

3.5                 Certificate of Incorporation for Air America         Incorporated by reference to Exhibit 3.5 to
                                                                         Form SB-2 filed with the SEC on August 28, 2003

3.6                 Bylaws of Networks Alaska, Inc.                      Incorporated by reference to Exhibit 3.6 to
                                                                         Form SB-2 filed with the SEC on August 28, 2003

5.1                 Opinion of Kirkpatrick & Lockhart LLP re: Legality   Incorporated by reference to Exhibit 5.1 to
                                                                         Form SB-2 filed with the SEC on August 28, 2003

10.1                Lease                                                Incorporated by reference to Exhibit 10.1 to
                                                                         Form SB-2 filed with the SEC on August 28, 2003

10.2                Lease (Alaska)                                       Incorporated by reference to Exhibit 10.2 to
                                                                         Form SB-2 filed with the SEC on August 28, 2003

10.3                Aircraft Lease between Southwest Cartage, Inc. and   Incorporated by reference to Exhibit 10.3 to
                    registrant                                           Form SB-2 filed with the SEC on August 28, 2003

</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT NO.         DESCRIPTION                                          LOCATION
<S>                 <C>                                                  <C>
10.4                Aircraft Lease Agreement between America Air         Incorporated by reference to Exhibit 10.4 to
                    Network Alaska, Inc. and CIT Group Equipment         Form SB-2 filed with the SEC on August 28, 2003
                    Financing, Inc.

10.5                Air Ambulance Services Agreement dated July 30,      Incorporated by reference to Exhibit 10.5 to
                    2003 between Yukon-Kuskokwim Health Corporation      Form SB-2 filed with the SEC on August 28, 2003
                    and American Air Network, Inc.

10.6                Assignment Agreement dated July 30, 2003 between     Incorporated by reference to Exhibit 10.6 to
                    Yukon-Kuskokwim Health Corporation, American Air     Form SB-2 filed with the SEC on August 28, 2003
                    Network, Inc. and American Air Network Alaska, Inc.

10.7                Agreement between American Air Network, Inc. and     Incorporated by reference to Exhibit 10.7 to
                    registrant                                           Form SB-2 filed with the SEC on August 28, 2003

31.1                Certification by Chief Executive Officer and         Provided herewith
                    Acting Principal Accounting Officer pursuant to
                    15 U.S.C.  Section 7241, as adopted  pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002

32.1                Certification by Chief Executive Officer and         Provided herewith
                    Principal Accounting Officer pursuant to 18 U.S.C.
                    Section 1350, as adopted pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002

99.1                Share Exchange Agreement, dated February 4, 2003,    Incorporated by reference to Exhibit 99.1 to
                    by and among Carcorp USA Corporation, Elite Flight   Form 8-K filed with the SEC on June 6, 2003
                    Solutions, Inc. and the shareholders of Elite
                    Flight Solutions, Inc.

99.2                Amendment to Share Exchange Agreement, dated May     Incorporated by reference to Exhibit 99.2 to
                    30, 2003 by and among Carcorp USA Corporation,       Form 8-K filed with the SEC on June 6, 2003
                    Elite Flight Solutions, Inc. and the shareholders
                    of Elite Flight Solutions, Inc.

99.3                Plan of Merger, dated May 30, 2003 by and between    Incorporated by reference to Exhibit 99.2 to
                    Carcorp USA Corporation and Elite Flight             Form 8-K filed with the SEC on June 6, 2003
                    Solutions, Inc.

99.4                Equity Line of Credit Agreement dated June 9, 2003   Incorporated by reference to Exhibit 99.4 to
                    between the Registrant and Cornell Capital           Form SB-2 filed with the SEC on August 28, 2003
                    Partners LP

99.5                Registration Rights Agreement dated June 9, 2003     Incorporated by reference to Exhibit 99.5 to
                    between the Registrant and Cornell Capital           Form SB-2 filed with the SEC on August 28, 2003
                    Partners, LP

99.6                Escrow Agreement dated June 9, 2003 among the        Incorporated by reference to Exhibit 99.6 to
                    Registrant, Cornell Capital Partners, LP, Butler     Form SB-2 filed with the SEC on August 28, 2003
                    Gonzalez, LLP

99.7                Securities Purchase Agreement dated June 9, 2003     Incorporated by reference to Exhibit 99.7 to
                    among the Registrant and the Buyers                  Form SB-2 filed with the SEC on August 28, 2003

99.8                Escrow Agreement dated June 9, 2003 among the        Incorporated by reference to Exhibit 99.8 to
                    Registrant, the Buyers, and Butler Gonzalez, LLP     Form SB-2 filed with the SEC on August 28, 2003

</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT NO.         DESCRIPTION                                          LOCATION
<S>                 <C>                                                  <C>
99.9                Debenture  dated June 9, 2003  between the           Incorporated by reference to Exhibit 99.9 to
                    Incorporated  by reference to Exhibit 99.9 to        Form SB-2 filed with the SEC on August 28, 2003
                    Registrant and Cornell  Capital Partners LP
                    Form SB-2 filed with the SEC on August 28, 2003

99.10               Compensation Debenture dated June 9, 2003 between    Incorporated by reference to Exhibit 99.10 to
                    the Registrant and Cornell Capital Partners LP       Form SB-2 filed with the SEC on August 28, 2003

99.11               Investor Registration Rights Agreement dated June    Incorporated by reference to Exhibit 99.11 to
                    9, 2003 between the Registrant and the Investors     Form SB-2 filed with the SEC on August 28, 2003

99.12               Placement Agent Agreement dated June 9, 2003 among   Incorporated by reference to Exhibit 99.12 to
                    the Registrant, Katalyst Securities, LLC and         Form SB-2 filed with the SEC on August 28, 2003
                    Cornell Capital Partners LP

99.13               $250,000 Debenture dated September 8, 2003 between   Provided herewith
                    Registrant and Cornell Capital Partners, L.P.

99.14               $175,000 Secured Promissory Note dated September     Provided herewith
                    8, 2003 between Registrant and Cornell Capital
                    Partners, L.P.

99.15               $500,000 Promissory Note dated September 18, 2003    Provided herewith
                    between Registrant and Cornell Capital Partners,
                    L.P.

</TABLE>


                                   SIGNATURES

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

                             ELITE FLIGHT SOLUTIONS


 September 26, 2003          By:   /s/ Gregory Love
                                -------------------
                                   Gregory Love
                                   President, Chief Executive Officer, Acting
                                   Principal Accounting Officer and Director






                                       20






<PAGE>




                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2003

        (WITH REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS THEREON)








                                      F-1
<PAGE>



                                TABLE OF CONTENTS

                                                                     Page No.

Report of Independent Certified Public Accountants                        F-3

  Consolidated Financial Statements

  Consolidated Balance Sheet                                              F-4

  Consolidated Statement of Operations                                    F-5

  Consolidated Statement of Stockholders' Deficit                         F-6

  Consolidated Statement of Cash Flows                                    F-7

Notes to Consolidated Financial Statements                                F-8





                                      F-2
<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Stockholders and Board of Directors
Elite Flight Solutions, Inc.
Formerly Carcorp USA Corporation
Sarasota, Florida


         We have audited the accompanying consolidated balance sheet of Elite
Flight Solutions, Inc., formerly Carcorp USA Corporation, as of June 30, 2003,
and the related consolidated statements of operations, stockholders' deficit and
cash flows for the period from November 1, 2002 (Inception) through June 30,
2003. 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 audit.

         We conducted our audit in accordance with auditing standards generally
accepted in 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. 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 provide a reasonable
basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Elite Flight
Solutions, Inc., formerly Carcorp USA Corporation, as of June 30, 2003, and the
results of its operations and cash flows for the period from November 1, 2002
(Inception) through June 30, 2003 in conformity with accounting principles
generally accepted in the United States of America.




/s/ L.L. Bradford & Company, LLC

L.L. Bradford & Company, LLC Las Vegas, Nevada
July 17, 2003







                                      F-3
<PAGE>

                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                 JUNE 30, 2003

                                     ASSETS

Current assets
         Cash                                                      $    227,772
         Accounts receivable,net of allowance
                for doubtful accounts                                    40,196
                                                                  --------------
                Total current assets                                    267,968

Fixed assets
         Office equipment                                                20,635
         Office furniture                                                 5,198
                                                                  --------------
                                                                         25,833
         Less:  accumulated depreciation                                    492
                                                                  --------------
                                                                         25,341

Other Assets                                                             76,540
                                                                  --------------

        Total assets                                               $    369,849
                                                                  ==============


                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
        Accounts payable                                           $    113,343
        Accrued expenses and other current liabilities                    9,529
        Loans payable                                                   112,432
        Stockholder loan payable                                         30,000
                                                                  --------------
                Total current liabilities                               265,304

Long-term liability
        Convertible compensation debenture                              590,000
        Convertible debenture                                           250,000
                                                                  --------------
                                                                      1,105,304

Commitments and contingencies                                                 -

Stockholders' deficit
        Preferred stock; $0.001 par value; 10,000,000 shares                  -
                 authorized, no shares issued an outstanding
        Common stock; $.001 par value, 100,000,000
                 shares authorized, 48,253,009
                 shares issued and 38,253,009 shares outstanding         38,253
        Additional paid-in capital                                      711,876
        Loan fees related to equity line of credit                     (590,000)
        Treasury stock                                                  (10,000)
        Accumulated deficit                                            (885,584)
                                                                   -------------
                 Total stockholders' deficit                           (735,455)
                                                                   -------------
        Total liabilities and stockholders' deficit                $    369,849
                                                                   =============

          See Accompanying Notes to Consolidated Financial Statements


                                      F-4
<PAGE>

                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
     FOR THE PERIOD FROM NOVEMBER 1, 2002 (INCEPTION) THROUGH JUNE 30, 2003



Revenues                                                        $       169,358

Cost of revenues                                                        166,422
                                                                ----------------

Gross profit                                                              2,936

Operating expenses
        General administrative                                          878,504
        Selling expenses                                                  8,417
                                                                ----------------

                Total operating expenses                                886,921
                                                                ----------------

Loss from operations                                                   (883,985)

Other expense                                                             1,599
                                                                ----------------

Loss before provision for income taxes                                 (885,584)

Other expense
        Interest expense                                                      -
                                                                ----------------

Net loss                                                        $      (885,584)
                                                                ================

Loss per common share - basic and diluted                       $         (0.04)
                                                                ================

Weighted average common shares outstanding -
        Basic and diluted                                            24,782,114
                                                                ================

          See Accompanying Notes to Consolidated Financial Statements



                                      F-5
<PAGE>

<TABLE>
<CAPTION>
                                                    ELITE FLIGHT SOLUTIONS, INC.
                                                  FORMERLY CARCORP USA CORPORATION
                                         CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                               FOR THE PERIOD FROM NOVEMBER 1, 2002 (INCEPTION) THROUGH JUNE 30, 2003



                                               Common Stock                    Loan Fees
                                          ---------------------  Additional    Related to                                 Total
                                                                  Paid-in     Equity Line    Treasury   Accumulated   Stockholders'
                                            Shares     Amount     Capital      of Credit      Stock       Deficit        Deficit
                                         ----------- ---------- ------------ -------------  ---------- ------------- --------------

<S>                                       <C>         <C>        <C>          <C>            <C>        <C>           <C>
Balance at November 1, 2002 (Inception)           -   $      -   $        -   $         -    $      -   $         -   $          -


Issuance of common stock to founders
 for services                             23,502,066     23,502      160,548            -           -             -        184,050


Issuance of common stock and receipt      11,751,033     11,751       (1,751)           -     (10,000)            -              -
 of treasury stock through merger
 with Carcorp USA, Corporation


Issuance of common stock for services      3,000,000      3,000      552,000            -           -             -        555,000


Deemed interest expense related to                -          -         1,079            -           -             -          1,079
 conversion feature of convertible
 debenture


Loan fees related to Equity Line                  -          -            -      (590,000)                                (590,000)
 of Credit


Net Loss                                          -          -            -             -           -      (885,584)      (885,584)
                                         ----------- ---------- ------------ -------------  ---------- ------------- --------------


Balance, June 30, 2003                   38,253,099   $ 38,253   $  711,876   $  (590,000)   $(10,000)  $  (885,584)  $   (735,455)
                                         =========== ========== ============ =============  ========== ============= ==============
</TABLE>







           See Accompanying Notes to Consolidated Financial Statements


                                      F-6
<PAGE>

                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
     FOR THE PERIOD FROM NOVEMBER 1, 2002 (INCEPTION) THROUGH JUNE 30, 2003


Cash flows from operating activities:
        Net loss                                                $      (855,584)
        Adjustments to reconcile net loss to
        net cash used by operating activities:
                Depreciation and amortization                               992
                Deemed interest expense                                   1,079
                Stock issued for services                               739,050
        Changes in operating assets and liabilities:
                Increase in accounts receivable                         (40,196)
                Increase in other assets                                (77,040)
                Increase in accounts payable                            113,343
                Increase in accrued expenses and other
                        current liabilities                               9,529
                                                                ----------------

                        Net cash used by operating activities          (138,827)

Cash flows from investing activities:
                Purchase of fixed assets                                (25,833)
                                                                ----------------

                Net cash used by investing activities                   (25,833)
                                                                ----------------
Cash flows from financing activities:
        Proceeds from loans payable                                     144,000
        Principal payments on loans payable                             (31,568)
        Proceeds from stockholder loans payable                          30,000
        Proceeds from convertible debenture                             250,000
                                                                ----------------

                Net cash provided by financing activities               392,432

Net increase in cash                                                    227,772

Cash, at beginning of period                                                  -
                                                                ----------------
Cash, at end of period                                          $       227,772
                                                                ================

Supplemental disclosure of financing activities:
        Cash during the period for:
                Income taxes paid                               $             -
                                                                ================
                Interest                                        $             -
                                                                ================

Supplemental disclosure of financing activities:
        Issuance of Convertible Compensation Debenture
                in exchange for Loan fees related to equity
                line of credit                                  $       590,000
                                                                ================

          See Accompanying Notes to Consolidated Financial Statements


                                      F-7
<PAGE>




                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION - Elite Flight Solutions, Inc., formerly Carcorp USA Corporation
("Carcorp"), was incorporated in the state of Delaware on February 4, 1999 as
Hydrox Sales Corp. Pursuant to an agreement dated January 26, 2001, and amended
on November 8, 2001, Carcorp acquired Carcorp USA, Inc. ("Carcorp Inc."), a
Florida corporation in a transaction accounted for as a reverse merger. Carcorp
issued 15,000,000 shares of its common stock for all of the issued and
outstanding common stock of Carcorp Inc. In December 2002, Carcorp Inc. lost the
only funding source with Citicapital, formerly European American Bank ("Citi"),
for it's vehicle leasing activities and was unable to obtain any other funding
sources. Furthermore, Citi confiscated all leased vehicles returned to and/or
repossessed by Carcorp, which was financed by Citi. As a result of the foregoing
factors, Carcorp discontinued its vehicle leasing activities as of December 31,
2002. As a result of the discontinued operations of the Carcorp's vehicle
leasing activities, Carcorp's only activity was maintaining its corporate
affairs. On May 30, 2003, Carcorp sold the remaining net assets and liabilities
to its Chief Executive Officer and majority stockholder in exchange for
10,000,000 shares of common stock in Carcorp, which he owned. The 10,000,000
shares of common have been recorded as treasury stock at par value totaling
$10,000 until the shares are cancelled.

Pursuant to an agreement dated February 4, 2003, and amended on May 30, 2003,
Carcorp, a non-operating public shell company with no operations, nominal net
assets, 21,751,033 shares of common stock issued, 11,751,033 shares of common
stock outstanding and 10,000,000 shares of treasury stock, merged with Elite
Flight Solutions, Inc. ("Elite"), a privately-held operating Nevada corporation,
in a transaction accounted for as a reverse merger. In order for Elite to
properly account for the issued and outstanding shares of common stock, Elite
was subject to a 1-for-7.83 reverse stock split contemporaneously with the
merger. Accordingly, the accompanying consolidated financial statements have
been retroactively restated to reflect the 1-for-7.83 reverse stock split as if
such reverse stock split occurred as of Elite's date of inception. Carcorp
issued 23,502,066 shares of its common stock for all of the issued and
outstanding common stock of Elite and another 82,257,231 shares will be issued
subsequent to an increase in the authorized common stock pursuant to an
amendment to the certificate of incorporation. As a result, Elite's former
stockholders exercised control over Carcorp. The accounting for the merger is
identical to that resulting from a reverse merger, except no goodwill or other
intangible assets are recorded. Accordingly, these financial statements are the
historical financial statements of Elite (hereafter referred to as the
"Company").

On March 5, 2003, the Company formed a wholly owned subsidiary, FlyJets.biz,
Inc. ("FlyJets") (a Nevada Corporation). The results of operations have been
included in the financial results of the Company. Elite and its wholly owned
subsidiary, FlyJets.biz, Inc. provide aircraft leasing, charter and related
services.

On May 30, 2003, the Company filed a certificate of merger in both Nevada and
Delaware whereby the named surviving corporation is Carcorp USA Corporation, a
Delaware corporation.

On June 25, 2003, a Certificate of Amendment to the Articles of Incorporation
changed the name of the Company to Elite Flight Solutions, Inc.

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of the Company and its subsidiary, FlyJets.biz, Inc., which is
wholly-owned. Significant intercompany accounts and transactions have been
eliminated in consolidation.

DEFINITION OF FISCAL YEAR - The Company's fiscal year end is June 30.


                                      F-8
<PAGE>



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States 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 revenue and
expenses during the period presented. Actual results could differ from those
estimates.

REVENUE RECOGNITION - Revenue from charters of airplanes are recognized as
performed based on contractual charter rates.

FIXED ASSETS - Fixed assets are stated at cost less accumulated depreciation.
Depreciation is provided principally on the straight-line method over the
estimated useful lives of the assets, which are generally 5 to 7 years. The
amounts of depreciation provided are sufficient to charge the cost of the
related assets to operations over their estimated useful lives. The cost of
repairs and maintenance is charged to expense as incurred. Expenditures for
property betterments and renewals are capitalized. Upon sale or other
disposition of a depreciable property, cost and accumulated depreciation are
removed from the accounts and any gain or loss is reflected in other income.

The Company periodically evaluates whether events and circumstances have
occurred that may warrant revision of the estimated useful life of fixed assets
or whether the remaining balance of fixed assets should be evaluated for
possible impairment. The Company uses an estimate of the related undiscounted
cash flows over the remaining life of the fixed assets in measuring their
recoverability.

ADVERTISING COSTS - The Company recognizes advertising expenses in accordance
with Statement of Position 93-7 "Reporting on Advertising Costs." Accordingly,
the Company expenses the costs of producing advertisements at the time
production occurs, and expenses the costs of communicating advertisements in the
period in which the advertising space or airtime is used.

COMPREHENSIVE INCOME - In June 1998, the Financial Accounting Standards Board
("FASB") issued SFAS No. 130, "Reporting Comprehensive Income" was issued. SFAS
No. 130 establishes standards for the reporting and display of comprehensive
income and its components in the financial statements. As of June 30, 2003, the
Company has no items that represent comprehensive income and, therefore, has not
included a schedule of Comprehensive Income in the accompanying financial
statements.

INCOME TAXES - The Company accounts for its income taxes in accordance with SFAS
No. 109, which requires recognition of deferred tax assets and liabilities for
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in operations in the period that includes the
enactment date.

As of June 30 2003, the Company has available net operating loss carryovers of
approximately $7,285,000 that will expire in various periods through 2023. Such
losses may not be fully deductible due to the significant amounts of non-cash
service costs. The Company has established a valuation allowance for the full
tax benefit of the operating loss carryovers due to the uncertainty regarding
realization.




                                      F-9
<PAGE>



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK-BASED COMPENSATION - The Company applies Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and Related
Interpretations, in accounting for stock options issued to employees. Under APB
No. 25, employee compensation cost is recognized when estimated fair value of
the underlying stock on date of the grant exceeds exercise price of the stock
option. For stock options and warrants issued to non-employees, the Company
applies SFAS No. 123, Accounting for Stock-Based Compensation, which requires
the recognition of compensation cost based upon the fair value of stock options
at the grant date using the Black-Scholes option pricing model.

The Company granted no warrants or options to employees for compensation for the
period from November 1, 2002 through June 30, 2003.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure". SFAS No. 148 amends the transition and
disclosure provisions of SFAS No. 123. The Company is currently evaluating SFAS
No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock
options using the fair value method and, if so, when to begin transition to that
method.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amount and estimated fair
value of the Company's convertible debenture at June 30, 2003 is as follows:

                                                Carrying           Estimated
                                                 Amount            Fair Value
                                              ------------        ------------
    Convertible debenture                     $    250,000        $   220,000

The estimated fair value of the Company's long-term liability was based on
quoted market rates. The carrying values of all other financial instruments
approximate their fair value.

NET INCOME (LOSS) PER COMMON SHARE - The Company computes net income (loss) per
share in accordance with SFAS No. 128, Earnings per Share and SEC Staff
Accounting Bulletin ("SAB") No. 98. Under the provisions of SFAS No. 128 and SAB
No. 98, basic net loss per share is computed by dividing the net loss available
to common stockholders for the period by the weighted average number of shares
of common stock outstanding during the period. The calculation of diluted net
loss per share gives effect to common stock equivalents, however, potential
common shares are excluded if their effect is antidilutive.

NEW ACCOUNTING PRONOUNCEMENTS - In November 2002, the Financial Accounting
Standards Board issued FASB Interpretation No. 45 ("FIN No. 45"), Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others an interpretation of SFAS No. 5, 57, and
107 and rescission of FASB Interpretation No. 34, was issued. FIN No. 45
clarifies the requirements of SFAS No. 5, Accounting for Contingencies, relating
to a guarantor's accounting for, and disclosure of, the issuance of certain
types of guarantees. The adoption of the provisions of FIN No. 45 did not have a
material impact on the Company's results of operations, financial position or
cash flows.

Net loss per common share - The Company computes net loss per share in
accordance with SFAS No. 128, "Earnings per Share" (SFAS 128) and SEC Staff
Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period. The calculation of diluted net loss
per share gives effect to common stock equivalents, however, potential common
shares are excluded if their effect is antidilutive. For the period from
November 1, 2002 (Inception) through June 30, 2003 no options and warrants were
excluded from the computation of diluted earnings per share because their effect
would be antidilutive.


NOTE 2 - MERGER


PRO FORMA RESULTS (UNAUDITED)

As discussed in Note 1, Elite Flight Solutions, Inc. merged with Carcorp USA
Corporation. Accordingly, the following unaudited pro forma condensed statements
of operations are to present the results of operations of the consolidated
entities for the year ended June 30, 2003 as though the transaction described in


                                      F-10
<PAGE>

Note 1 had been effective on July 1, 2002. The pro forma results of operations
are based upon assumptions that the Company believes are reasonable and are
based on the historical operations of Carcorp USA Corporation and Elite Flight
Solutions, Inc. The pro forma statements of operations are presented for
informational purposes only and are not necessarily indicative of the results of
operations that would have occurred had the business combination been
consummated on July 1, 2002.

<TABLE>
<CAPTION>
PRO FORMA RESULTS FOR THE FISCAL YEAR ENDED JUNE 30, 2003:

                                                                   Elite Flight                   Pro Forma     Pro Forma
                                                                    Solutions        Carcorp     Adjustments     Results

<S>                                                                   <C>             <C>            <C>        <C>
Revenues                                                              $   169,358   $         -      $     -  $    169,358

Cost of revenues                                                      $   166,422             -            -       166,422
                                                                      -----------   -----------      -------  ------------

Gross profit                                                          $     2,936             -            -         2,936

Operating expenses                                                    $   886,921     1,625,361            -     2,512,282
                                                                      -----------   -----------      -------  ------------

Loss from operations                                                  $  (883,985)   (1,625,361)           -    (2,509,346)

Other expense                                                         $    (1,599)            -            -        (1,599)
                                                                      -----------   -----------      -------  ------------

Loss before tax provision                                             $  (885,584)   (1,625,361)           -    (2,510,945)

Tax provision                                                                   -             -            -             -
                                                                      -----------   -----------      -------  ------------

Loss from continuing operations                                       $  (885,584)   (1,625,361)           -    (2,510,945)

Loss from discontinued operations                                               -    (7,615,268)           -    (7,615,268)
                                                                      -----------   -----------      -------  ------------

Net loss                                                              $  (885,584)  $(9,240,629)     $     -  $(10,126,213)
                                                                      ===========   ===========      =======  ============

Loss per common share, basic and diluted

Loss from continuing operations                                       $     (0.04)  $   (0.08)       $     -  $     (0.07)
                                                                      ===========   ===========      =======  ============

Loss from discontinued operations                                     $        -    $   (0.39)       $     -  $     (0.22)
                                                                      ===========   ===========      =======  ============

Net loss                                                              $     (0.04)  $   (0.47)       $     -  $     (0.29)
                                                                      ===========   ===========      =======  ============

Weighted average shares used
in per share calculations                                              23,665,281    19,724,184            -    35,414,589
                                                                      ===========   ===========      =======  ============
</TABLE>




                                      F-11
<PAGE>




NOTE 3 - OTHER ASSETS

As of June 30, 2003, other assets totaling $72,280 consists of the following:

Loan fees, net (see Note 6)                                        $   59,500

Deposit related to negotiations to rent office
  space and 2 hangers for operations.  Management
  expects to finalize a rent agreement in August                       12,780

Other assets                                                            4,260
                                                                   ----------
                                                                   $   76,540
                                                                   ==========


NOTE 4 - LOANS PAYABLE

As of June 30, 2003, the Company owes $93,000 and $19,432 to two entities. The
loans are unsecured, non-interest bearing and payable on demand.


NOTE 5 - STOCKHOLDER LOAN PAYABLE

As of June 30, 2003, the Company owes $30,000 to a stockholder. The loan is
unsecured, non-interest bearing, and payable upon demand.


NOTE 6 - CONVERTIBLE DEBENTURE

As of June 30, 2003, convertible debenture totaling $250,000 consists of a loan
agreement with a lender secured by all of the property of the Company. Upon
closing, the Company paid $59,500 (net of amortized expense of $500) in loan
fees and other expenses which were capitalized and reflected as part of other
assets totaling $76,540 and will be expensed over the life of the loan using the
straight-line method. The balances bears an interest rate of 5.0% term of the
loan is five years, with principal and interest only payments at 5.0%, with
principal and interest due June 2008. The lender has the option of converting
this loan to common stock, at the lower of a) twenty -five cents ($0.25), or b)
80% of the lowest closing bid price of the common stock for the five trading
days immediately preceding the conversion date.

Due to the conversion feature of the debt and the Company's historical range of
common stock prices, the Company recorded deemed interest totaling $1,079.


NOTE 7 - EQUITY LINE OF CREDIT

In June 2003, the Company entered into a Regulation D Common Stock Private
Equity Line of Credit Agreement ("Credit Agreement") with Cornell Capital
Partners, LP ("Cornell"). The Credit Agreement entitles the Company to draw
funds up to $10,000,000 from issuance of its common stock for an amount equal to
95% of the market value at the time of each draw request, expiring June 2005,
subject to certain terms and conditions. Additionally, the Credit Agreement
requires the Company to pay Cornell a commitment fee in the amount of $590,000
to be paid by the issuance of a Convertible Compensation Debenture, as discussed
in Note 8. Furthermore, the Company is required to file a registration statement
on Form SB-2 with the Securities and Exchange Commission for the registration of
common stock for future issuance related to the Subscription Agreement.


NOTE 8 - CONVERTIBLE COMPENSATION DEBENTURE

In June 2003, pursuant to the Credit Agreement, as discussed in Note 7, the
Company entered into a Convertible Compensation Debenture ("Debenture") with
Cornell totaling $590,000. The balance is unsecured, bears an interest rate of
5.0%, with principal and interest due June 2006. Additionally, Cornell is
entitled to convert all or part of the principal and interest balance of the
Debenture into the Company's common stock equal to the lowest closing bid price
for the three trading days immediately preceding the conversion date. The


                                      F-12
<PAGE>

Company has accounted for this transaction as a long-term liability and "Loan
fees related to equity line of credit" which will be amortized over the life of
the Credit Agreement.


NOTE 9 - COMMITMENTS AND CONTINGENCIES

SUBLEASED FACILITY - The Company operates from a subleased facility under a
noncancellable operating lease. The Agreement calls for a monthly base rent of
approximately $1,000 through December 31, 2003. As of June 30, 2003, total rent
expense for the leased facility approximated $3,100.

Future minimum rental payments through December 31, 2003 required under the
operating lease for the office facility is $5,831.

SECURITIES PURCHASE AGREEMENT - During June 2003, the Company entered into a
Securities Purchase Agreement ("the Agreement") with an investor whereby the
investor agreed to purchase $250,000 of convertible debentures upon execution of
the agreement. Additionally the investor will purchase two more convertible
debentures, each at $125,000 upon the filing and acceptance of a registration
statement by the SEC. As of June 30, 2003, the $250,000 convertible debenture
was purchased and recorded by the Company as a convertible debenture (see Note
6).

Contemporaneously, the Company entered into an Equity Line of Credit Agreement
("ELC") with the investor whereby the investor agreed to purchase up to
$10,000,000 of the Company's common stock. The Company may request advances upon
completion and acceptance of the registration statement.


NOTE 10 - INCOME TAXES

The Company did not record any current or deferred income tax provision or
benefit for any of the period presented due to net losses and nominal
differences.

The Company has provided a full valuation allowance on the deferred tax asset,
consisting primarily of net operating losses, because of uncertainty regarding
its realizability.

As of June 30, 2003, the Company had a net operating loss carry forward of
approximately $7,285,000 for federal income tax purposes to offset future
taxable income, if any. Utilization of the net operating loss carry forward,
which will expire in various periods through 2022, may be subject to certain
limitations under Section 382 of the Internal Revenue Code of 1986, as amended,
and other limitations under state and foreign tax laws. To the extent that net
operating losses of approximately $7,285,000, when realized, relate to stock
options and warrants, the resulting benefits will be credited to stockholders'
deficit.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. As of June 30, 2003,
significant components of the Company's deferred tax assets are approximately as
follows:

Net operating loss                                                $  2,477,049
Stock based compensation                                               792,557
                                                                  ------------
Total deferred tax assets                                            3,269,606
Valuation allowance for deferred tax assets                          3,269,606
                                                                  ------------
Net deferred tax assets                                           $          -
                                                                  ============


NOTE 11 - SUBSEQUENT EVENT

During July 2003, the Company cancelled 10,000,000 treasury shares of the
Company's common stock received during the reverse merger, as discussed in Note
1.



                                      F-13