SECURITIES AND EXCHANGE COMMISSION

                                   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, 2004                                     333-73286

                                Elite Flight Solutions, Inc.
                                   (Formerly Carcorp USA
          Delaware                      Corporation)             26-0003788
(State or Other Jurisdiction         (Name of Registrant      (I.R.S. Employer
of Incorporation or Organization)      in Our Charter)       Identification No.)

                                                                 Bruce Edwards
      710 Third Street                                          710 Third Street
      Roanoke, VA 24061                                        Roanoke, VA 24061
      (540) 345-3358                                            (540) 345-3358
(Address and telephone number     (Primary Standard          (Name, address and
of Principal Executive Offices   Industrial Classification     telephone number
and Principal Place of Business)       Code 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                              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. $4,947,452

Based on the closing sale price on November 5, 2004, the aggregate market value
of the voting common stock held by non-affiliates of Elite Flight is $530,635.

As of November 5, 2004 Elite Flight had 379,025,510 shares of common stock
outstanding.

<PAGE>

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

                                TABLE OF CONTENTS

PART I.........................................................................1
   Forward-Looking Statements..................................................1
   ITEM 1.  DESCRIPTION OF BUSINESS............................................1
RISK FACTORS...................................................................3
   ITEM 2. DESCRIPTION OF PROPERTY.............................................5
   ITEM 3. LEGAL PROCEEDINGS...................................................5
   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................5
PART II........................................................................6
   ITEM 5. MARKET FOR ELITE FLIGHT SOLUTIONS, INC.'S COMMON EQUITY AND
           RELATED STOCKHOLDER MATTERS.........................................6
DESCRIPTION OF SECURITIES......................................................7
   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS..........................................9
   ITEM 7. FINANCIAL STATEMENTS...............................................13
   ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE...............................................13
   ITEM 8A.  CONTROLS AND PROCEDURES..........................................13
PART III......................................................................15
   ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT..................15
   ITEM 10. EXECUTIVE COMPENSATION............................................15
   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....16
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................17
PART IV.......................................................................18
   ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K............18
   ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................21
SIGNATURES....................................................................21
EXHIBIT 14.1..............................................................14.1-1
EXHIBIT 31.1..............................................................31.1-1
EXHIBIT 32.1..............................................................32.1-1
FINANCIAL STATEMENTS.........................................................F-1

                                        i
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                                     PART I

                                INTRODUCTORY NOTE

Forward-Looking Statements

      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 4, 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 received 105,759,297 shares of Carcorp common
stock (the "Merger Consideration"). The Merger Consideration was 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 was 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., DBA Optimum Aviation, a Nevada corporation, incorporated on March 5, 2003.
Elite Flight also owns controlling interest (51%) of America Air Networks
Alaska, Inc., a Nevada corporation, incorporated on July 31, 2003.

      On August 17, 2004, the Company transferred its Federal Aviation
Administration AIR CHARTER CERTIFICATE ID - TODA3761 to One World Wide, LLC,
which effectively transferred the Company's minimal charter operations, in
exchange for the assumption of $105,000 of the Company's debt. The Company is
currently considering an acquisition in a completely different industry.

Business Operations

      Elite Flight Solutions Inc. "Elite" is a holding company that does
business through its subsidiaries.

Charter And Aircraft Management

      Since its inception in June of 2003, "Elite" operated a charter and
aircraft management business through its subsidiary FlyJets.BIZ "FlyJets". The
"FlyJets" subsidiary (D/B/A Optimum Aviation, Inc. as of March 2004) produced
nominal revenue and ceased operations in September 2004. Management does not
intend to re-enter the "charter and aircraft management" business.

American Air Network Alaska Inc.

      Commencing in October of 2003, Elite's subsidiary American Air Network
Alaska Inc., "AANA" has been providing air ambulance service to Yukon-Kuskokwin
Health Corporation "YKHC". AANA's contract with YKHC goes through September
2008. AANA revenues have been the majority of Elite's revenues for the past
twelve (12) months of operations, that ended June 30, 2004.

                                        1
<PAGE>

      Elite intended to, but never generated any revenue in the Business Sectors
of Aircraft Acquisition and Sales, Maintenance Fuel, Part Sales, and Contracted
Services.

      As of today, the only operating business of Elite is through its majority
owned subsidiary, AANA.

Employees

      As of October 14, 2004, Elite had two full time employees. Its subsidiary,
AANA, had twenty-six employees.

Industry Overview

      Subsequent to June 30, 2004, the Company's operations were limited to the
Alaska air ambulance contract through AANA. The Company does not intend to
re-enter the air charter industry.

Intellectual Property

      None.

Government Regulations And Approvals

      We operate in a highly regulated industry. The Federal Aviation
Administration Department of Transportation oversees our industry even with our
limited operations, solely in Alaska. 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.

                                       2
<PAGE>

                                  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.

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 June 30, 2003 through June
30, 2004, we lost $6,036,998. Our accumulated deficit was $6,922,582 at the end
of June 30, 2004. 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. Primarily as a result of these
recurring losses, our independent registered public accountants modified their
report on June 30, 2004 and 2003 financial statements to include an uncertainty
paragraph wherein there express substantial doubt about our ability to continue
as a going concern.

      Elite Flight is subject to a Going Concern Opinion from its auditors and
therefore a possibility exists that Elite Flight may be forced to cease
operations.

      In connection with their audit of Elite Flight's financial statements for
the year ended June 30, 2004, our independent auditors stated that that there is
a substantial doubt about Elite Flight's ability to continue as a going concern.
Our financial statements do not include any adjustments that might result from
this uncertainty. If Elite Flight is not able to significantly improve its
financial situation and its operations, it may be forced to cease operations.

      Elite Flight Will 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, as of June 30, 2004,
we had a working capital deficit of $3,343,557 and we will have to raise capital
to fund 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, the anticipated revenues from our AANA operations and from
the Equity Line of Credit provided by Cornell Capital Partners L.P. signed in
June 2003.

      We Have A Working Capital Deficit, which means that our Current
Liabilities On June 30, 2004 Exceed Our Current Assets.

      On June 30, 2004, our current assets exceeded our current liabilities by
$3,343,557. 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 continue to have a working capital deficit, we will have to
raise capital or debt to fund the deficit or we may be forced to cease
operations.

      Our Common Stock May Be Affected By Limited Trading Volume And May
Fluctuate Significantly

      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.

                                       3
<PAGE>

      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:

      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 Bruce Edwards, our Chief Executive Officer and Interim
President. The loss of the services of Mr. Edwards 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. Bruce Edwards. 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 two years. In addition,
the Company intends to enter into a new business industry to increase its
operations. Based on this limited operating history, 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 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 mainly
related to our Alaska operations.

      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.

                                       4
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

      Our offices are located at 710 Third Street, Roanoke, VA 24061. We have a
month-to-month lease and are paying $500 per month.

ITEM 3. LEGAL PROCEEDINGS

      Executive Jet Management, Inc. sued Elite Flight seeking recovery of
$19,927.70, plus costs and fees. Executive Jet Management, Inc. and Elite Flight
entered into a Mutual Release and Settlement Agreement pursuant to which Elite
Flight Solutions, inc. was required to pay Executive Jets $19,927.70. Elite
Flight Solutions, Inc. has complied with all terms of the Agreement, including
final and full payment to the Plaintiff, and Executive Jet Management, Inc. has
released all claims against Elite Flight Solutions, Inc. and executed a
Satisfaction of Judgment on September 17, 2004.

      Aviation Charter has filed a lawsuit against Elite Flight Solutions, Inc.
in County Court in Hennepin, Minnesota. The suit was served on Elite Flight's
registered agent on October 15, 2004. The amount sought is $5,778.19.

      Thunder Aviation Acquisition, Inc. has filed a lawsuit against EP
Aviation, Inc. and the Company alleging that EP Aviation and Elite Flight
breached a lease agreement relating to a Cessna Citation III aircraft. Thunder
Aviation seeks $109,421.73, plus fees, costs and interest in the complaint. The
Company has not yet filed its response to the complaint.

      As part of the Company's prior charter operations, on August 11, 2003, the
Company entered into a capital lease for a Cessna Citation III aircraft for its
Florida charter service. The term of the lease was seven months. The Company is
obligated to purchase the aircraft at the end of the lease term for $3,150,000
and the monthly payment is $100,000. As of June 30, 2004, the Company was in
default of the lease and the aircraft was repossessed in May 2004. The Company
entered into a settlement requiring the Company to pay $225,000 for all of the
remaining amounts alleged to be due under the lease. Accordingly, the Company
removed the capital lease obligation and recorded a liability of to $225,000 as
of June 30, 2004, which is included as part of accrued liabilities. The Company
paid the settlement in full on September 21, 2004. Additionally, the Company
recorded a loss on the return of the asset totaling $887,473.

      On October 3, 2003, the Company received a demand letter claiming that the
use of the name Elite Flight Solutions infringed on the trade name "Flight
Solutions." The Company has been in settlement negotiations with the trademark
holder, Flight Solutions, Inc., which involves the Company changing its
corporate and trade names over a period of time. The Company had been
negotiating the settlement documents relating to this settlement proposal. There
is no payment required by the Company to the claimant under the current
settlement proposal, except a nominal amount for the attorney's fees of the
claimant relating to the preparation of the settlement documents. No lawsuit has
been filed to date. The Company cannot change its corporate name without
appropriate shareholder approval. There have been no communications from this
claimant for several months and the settlement agreement has not been
consummated.

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

      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, on November 21, 2003, a majority of the
shareholders voted by written consent to amend the Certificate of Incorporation
to increase the authorized shares of common stock from 100,000,000 to
2,000,000,000 and to authorize 10,000,000 shares of preferred stock with
preferences and rights to be determined by the Board of Directors. No other
matters have been submitted to a vote of the shareholders.

                                       5
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                                     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 November 4, 2004, as reported by the
National Quotation Bureau, and represent interweaver 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       $0.230           $0.100
    Third Quarter                               $0.240           $0.120
    Fourth Quarter                              $0.155           $0.048

    2004
    First Quarter                               $0.057           $0.017
    Second Quarter                              $0.023           $0.006
    Third Quarter                               $0.006           $0.001
    Fourth Quarter thought November 4, 2004     $0.002           $0.001

      Elite Flight presently is authorized to issue 2,000,000,000 shares of
Common Stock with $ 0.001 par value. As of November 5, 2004, there were 1,351
holders of record of Elite Flight's common stock and 379,025,510 shares issued
and outstanding.

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.

                                       6
<PAGE>

                            DESCRIPTION OF SECURITIES

General

      Elite Flight's authorized capital consists of 2,000,000,000 shares of
common stock, par value $0.001 per share. At November 5, 2004, there were
379,025,510 outstanding shares of common stock and no outstanding shares of
preferred 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.

Preferred Stock

      Elite Flight has 10,000,000 shares of authorized preferred stock. No
shares of preferred stock have been issued or are outstanding as of November 4,
2004. The Board of Directors has the authority to establish the rights and
preferences of the shares of preferred stock.

Warrants

      Elite Flight has not issued any warrants since inception.

Options

      Elite Flight has not issued any options since inception.

Debentures

      During the period ended June 30, 2003, the Company issued a convertible
debenture totaling $250,000 to Cornell Capital Partners, L.P. ("Cornell
Capital") secured by all of the property of the Company pursuant to a securities
purchase agreement dated June 30, 2003. Upon closing, the Company paid $59,500
(net of amortized expenses of $500) in loan fees and other expenses which were
capitalized and reflected as part of "Loan fees related to equity line of
credit" and will be expensed over the life of the loan using the straight-line
method. On September 8, 2003, the Company received an additional debenture
totaling $250,000 to Cornell Capital. According, the Company expensed loan fees
totaling $84,000 for the year ended June 30, 2004. The Company recorded interest
related to the beneficial conversion feature totaling $1,079 and $169,060 for
the period ended November 1, 2003 (Inception) and for the year ended June 30,
2004, respectively. During the twelve months ended June 30, 2004, Cornell
Capital converted $500,000 of the debentures into 4,716,088 shares of the
Company's common stock.

      During the twelve months ended June 30, 2004 the Company issued an
additional debenture for $890,000 and incurred additional loan fees of $89,000.
The debenture bears an interest rate of 5.0%. The debenture has a two - year
term. The lender has the option of converting this debenture to common stock, at
the lower of (i) twenty-five cents ($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. During the twelve months ended June 30, 2004, Cornell
Capital converted $130,000 of the debenture into 21,780,303 shares of the
Company's common stock. The Company also recorded interest related to the
beneficial conversion feature totaling $556,225 for the twelve months ended June
30, 2004.

                                       7
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Convertible Compensation Debenture

      In June 2003, pursuant to the Credit Agreement the Company issued a
Convertible Compensation Debenture ("Compensation Debenture") to Cornell Capital
totaling $590,000. The balance was unsecured, had an interest rate of 5.0%, with
principal and interest due June 2006. Additionally, Cornell was 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 Company has
accounted for this transaction as a long-term liability and "Unamortized loan
fees" which will be amortized over the life of the Credit Agreement. During the
twelve months ended June 30, 2004, Cornell converted all of the $590,000 of the
Compensation Debenture into 12,262,433 shares of common stock and amortized
$29,500 of the loan fees.

      For the year ended June 30, 2003 and for the period through November 4,
2004, the Company had the following issuances of unregistered securities:

      On April 23, 2004, the Company issued 16,000,000 shares of common stock to
Funding Enterprises for services equaling $192,000.

      On August 3, 2004, the Company issued 3,500,000 restricted common shares
to Oracle Funding LLC for a reduction of $7,000 against the note held by Oracle
Funding in the amount of $37,000.

      On August 3, 2004, the Company issued 15,000,000 restricted common shares
to Oracle Funding LLC for a reduction of $30,000 against the note held by Oracle
Funding in the amount of $37,000.

      On August 3, 2004, the Company issued 3,500,000 restricted common shares
to Funding Enterprises LLC for a redution of $7,000 against the note held by
Funding Enterprises in the amount of $35,000.

      On August 3, 2004, the Company issued 6,500,000 restricted common shares
to Funding Enterprises LLC for a redution of $13,000 against the note held by
Funding Enterprises in the amount of $35,000.

      On August 3, 2004, the Company issued 3,500,000 restricted common shares
to One World LLC for a reduction of $7,000 against the note held by One World in
the amount of 35,000.

      On August 3, 2004, the Company issued 3,500,000 restricted common shares
to One World LLC for a reduction of $7,000 against the note held by One World in
the amount of 35,000.

      On August 3, 2004, the Company issued 3,500,000 restricted common shares
to Global Finance LLC for a reduction of $7,000 against the note held by One
World in the amount of 35,000.

      On August 3, 2004, the Company issued 3,500,000 restricted common shares
to Grey Hawk LLC for a reduction of $7,000 against the note held by One World in
the amount of 35,000.

      On August 3, 2004, the Company issued 3,500,000 restricted common shares
to Great West LLC for a reduction of $7,000 against the note held by One World
in the amount of 35,000.

      On August 3, 2004, the Company issued 3,500,000 restricted common shares
to O.W.W. Clearing LLC for a reduction of $7,000 against the note held by O.W.W.
Clearing in the amount of 77,803.

      On August 3, 2004, the Company issued 35,401,500 restricted common shares
to O.W.W. Clearing LLC for a reduction of $70,803 against the note held by
O.W.W. Clearing in the amount of 77,803.

      Pursuant to the Share Exchange Agreement, the Company issued a total of
88,257,231 trading common shares to the former shareholders of Elite Flight
Solutions, Inc., as follow:

                                       8
<PAGE>

           Paradise Run                       58,770,863

           Amber Run                          8,715,207

           Robert Matzig                      4,715,151

           Funding Enterprises                3,575,470

           John Gandy                         4,022,404

           Chip Smith                         1,117,335

           Clint Watt                         446,934

           Kevin West                         446,934

           Jim Dunning                        446,934

      On July 12, 2004, the Company issued 17,000,000 common shares to KMA
Capital Partners, Ltd., pursuant to a consulting agreement for marketing
services between Elite Flight Solutions, Inc. and KMA Capital Partners, Ltd.

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

      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.

      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, 2004, the Company has no items that represent comprehensive income and,
therefore, has not included a schedule of Comprehensive Income in the
accompanying financial statements.

                                       9
<PAGE>

      Fair Value Of Financial Instruments. The carrying amount and estimated
fair value of the Company's convertible debenture at June 30, 2004 is as
follows:

                                            Carrying              Estimated
                                             Amount              Fair Value
                                          ------------          ------------

           Convertible debenture          $    760,000          $    703,000

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 due to the short-term nature of the instruments.

Financial Condition - Going Concern

      Elite Flight has been in operation for less than two years and has had
limited revenue since inception. In addition, Elite Flight is no longer in the
air charter business. Elite Flight must successfully expand its business
operations and achieve profitability. There is no assurance that the Company can
continue as a going concern without substantial funding, for which there is no
assurance.

Results Of Operations

      For The Fiscal Year Ended June 30, 2003 Compared To The Fiscal Year Ended
June 30, 2004

      Revenues

      For the year ended June 30, 2004, Elite had revenues of $4,947,452
compared to revenues of $169,358 for the fiscal year ended June 30, 2004.
Substantially all of the revenues for the year ended June 30, 2004 were the
result of Elite Flight's subsidiary AANA. The revenues generated for the year
ended June 30, 2003 of $169,358 were the result of private charters. Elite is no
longer in the charter business therefore the only revenues the Company currently
expects going forward will be those generated by its subsidiary AANA.

      Operating Expenses

      Operating Expenses for the year ended June 30, 2004 totaled $9,102,410
compared to $1,053,343 for the year ended June 30, 2003. As a percentage, the
operating expenses for June 30, 2004 were 864% higher than they were for June
30, 2003. The reason for this substantial increase is due to AANA air ambulance
business that was not in operation for the year ended June 30, 2003.

      Operating expenses in the 2004 period consisted of $1,495,183 in salary,
wages and benefits; $1,064,536 in maintenance, materials and repairs; $1,321,656
in fuel expenses; $869,547 in aircraft lease and rental payments; $457,894 in
depreciation and amortization; and $3,893,594 in other operating expenses.

      Other Expenses

      Other expenses for the year ended June 30, 2004 totaled $1,882,040
compared to $1,599 for the year ended June 30, 2003, an increase of 1045%. The
substantial increase is due to a limited aircraft charter business in 2003
compared to the cost associated with the start up and operation of the air
ambulance business in Alaska and the prior charter operations. Interest expenses
for period ended June 30, 2004 were $1,043,237 compared to zero for the year
ended June 30, 2003. The interest expenses for the year ended June 30, 2004 was
a result of financing aircraft and the cost associated with the Company's
borrowing under its Equity Line of Credit with Cornell Capital. In the 2004
period, the Company also recognized a loss of $838,803 on the return of an
aircraft to the lessor.

                                       10
<PAGE>

      Net Loss

      Elite had a net loss of $6,036,998 for the year ended June 30, 3004
compared to a loss of $885,584 for the year ended June 30, 2003. This increase
is related to the Company's air charter operations. This represents a loss per
common share of $.04 for the year ended June 30, 2003.

Liquidity And Capital Resources

      As of November 5, 2004, Elite had approximately $400,000 in cash and cash
equivalents. The amount of cash is not sufficient to sustain Elite's current
business operations and Elite will have to rely on additional issuances of
equity under its Credit Agreement with Cornell Capital. There can be no
assurance that advances under the Credit Agreement will be adequate. As of June
30, 2004, Elite Flight had a working capital deficit of $3,343,547, which means
that our current liabilities exceeded our current assets by $3,343,547. This
means that Elite will have to raise capital or debt to fund the deficit or we
must be forced to cease operations.

      Net cash used in operating activities during the twelve months period
ended June 30, 2004 was $1,904,457 compared to $78,827 for the period from
inception (November 1, 2002) through June 30, 2003. The increase was mainly due
to the increase in Elite Flight's net loss for the fiscal year ended June 30,
2004.

      Net cash used in investing activities during the year ended June 30, 2004
was $499,838 compared to $25,833 for the 2003 period. The investing activities
consisted entirely of the purchase of fixed assets.

      Cash provided from financing activities during the twelve-month period
ended June 30, 2004 was $2,546,909 compared to $332,432 for the period from
inception (November 1, 2002) through June 30, 2003. The increase for the
twelve-month period ended June 30, 2004 was mainly due to the proceeds from
notes payable, the issuance of common stock, convertible debentures and
stockholders loans.

      Elite Flight received $430,000 in new loans from stockholders during the
twelve months ended June 30, 2004. There is no assurance that theses individuals
would be willing to make such loans in the future, or if such loans were
available, that they would be at terms acceptable to Elite Flight. Management
realizes that Elite Flight must ultimately be able to generate sufficient cash
flows from the profitable operations of the business to allow it to successfully
sustain itself independent of outside capital and loans.

      In June 2003, Cornell Capital entered into a securities purchase agreement
with Elite Flight under which Cornell Capital agreed to purchase the total
amount of $500,000 in 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 were
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 debenture swerve secured by all of the assets of Elite Flight. The
debentures had a five-year term and accrue interest at 5% per year. At maturity,
Cornell Capital received a 10% discount from the purchase price of the secured
convertible debentures. Cornell Capital purchased the secured convertible
debentures from Elite Flight in a private placement. During the twelve month
period ended June 30, 2004, Cornell Capital converted $500,000 of the debentures
into 4,716,088 shares of the Company's common stock.

      On June 9, 2003, Elite Flight entered into an Equity Line of Credit with
Cornell. Pursuant to the Equity Line of Credit, we may, at our discretion,
periodically sell to Cornell Capital shares of common stock for a total purchase
price of up to $10.0 million. For each shares of common stock purchased under
the Equity Line of Credit, Cornell Capital will pay Elite Flight 95% of, or a 5%
discount 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 will retain 6% of each advance under the Equity Line of Credit. In
connection with the Equity Line of Credit, Cornell Capital received a one-time
commitment fee in the form of a compensation debenture in the face amount of
$590,000 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. Through June 30, 2004, Elite Flight has received proceeds totaling
$1,853,991 net of offering cost of $178,402, issuing 76,075,259 shares of its
common stock. Through June 30, 2004, Cornell Capital converted all of the
$590,000 of the compensation debentures into 12,262,433 shares of common stock.
Pursuant to a request received from the SEC, the Company filed a Post Effective
Amendment to its SB-2 Registration Statement after the Company completed the
increase in the authorized shares of Elite Flight's common stock. On April 28,
2004 the Company filed an additional registration statement, registering
403,776,877 shares of common stock under the Equity line of Credit. This
registration statement was declared effective on May 13, 2004.

                                       11
<PAGE>

      On September 8, 2003, Elite Flight issued a $175,000 promissory note to
Cornell. The promissory note had a 90-day term. This note is secured by all of
the assets of Elite Flight. As of June 30, 2004, this note has been fully repaid
by the Company.

      On September 18, 2003, Elite Flight issued a $500,000 promissory not to
Cornell. The promissory note had a 53-day term. As of June 30, 2004, this note
has been fully repaid by the Company.

      On October 29, 2003, Elite Flight issued a $400,000 promissory note to
Cornell. The promissory note had a 62-day term. As of June 30, 2004, this note
has been fully repaid by the Company.

      On December 9, 2003, Elite Flight issued a $300,000 promissory note to
Cornell. The promissory note had a 41-day term. As of June 30, 2004, this note
has been fully repaid by the Company.

      On January 26, 2004, Cornell Capital purchased $890,000 of secured
convertible debentures from the Company. The debentures are convertible at the
holder's option any time up to maturity at a conversion price equal to the lower
of (i) an amount equal to one hundred twenty percent (120%) of the volume
weighted average price of the Company's common stock on January 26, 2004 or (ii)
80% of the lowest daily volume weighted average 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 two-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 conversion
price equal to the lower of (i) an amount equal to one hundred twenty percent
(120%) of the volume weighted average price of the Company's common stock on
January 26, 2004 or (ii) 80% of the discount from the purchase price of the
secured convertible debentures. Cornell Capital purchased the secured
convertible debentures from Elite Flight in a private placement. Through June
30, 2004, Cornell Capital has converted $130,000 of these debentures into
21,780,303 common stock.

      On February 20, 2004, the Company issued a promissory note payable to
Cornell Capital totaling $149,462. As of June 30, 2004 the outstanding balance
was $50,852 and the loan fees have been amortized in full. Subsequent to June
30, 2004, this note was fully paid by the Company.

      On March 25, 2004, the Company issued a promissory note payable to Cornell
Capital totaling $400,000. As of June 30, 2004 this note has been fully paid by
the Company and the loan fees have been amortized in full.

      On May 17, 2004, the Company issued a promissory note payable to Cornell
Capital totaling $100,000. As of June 30, 2004 the outstanding balance was
$50,000 and the loan fees have been amortized in full. Subsequent to June 30,
2004, this note was fully paid by the Company.

      On June 4, 2004, the Company issued a promissory note payable to Cornell
Capital totaling $200,000. As of June 30, 2004 the outstanding balance was
$200,000 and the unamortized loan fees was $8,000.

      On June 28, 2004, the Company issued a promissory note payable to Cornell
Capital totaling $100,000. At June 30, 2004 the outstanding balance was $100,000
and the unamortized loan fees was $6,000.

      On March 8, 2004, Thunder Aviation Acquisition, Inc. and EP Aviation, Inc.
entered into an operating lease for a Cessna Citation III aircraft for its
Florida charter service. The lease term is thirty-six months with an option to
renew for an additional six months. The lease payments consist of a base lease
amount, engine reserve hourly charges and an over limit hourly charge. Under the
terms of the lease, payments of the base lease amount for the fiscal year ended
June 30, 2004 will be $120,000, payments for the fiscal year ended June 30, 2005
will be $360,000, payments for the fiscal year ended June 30, 2007 will be
$240,000. A deposit of $60,000 has been paid to the lessor and will be returned
to EP Aviation, Inc. at the end of the lease term. Thunder Aviation Acquisition,
Inc. has filed a lawsuit against EP Aviation, Inc. and the Company alleging that
EP Aviation and Elite Flight breached a lease agreement relating to a Cessna
Citation III aircraft. Thunder Aviation seeks $109,421.73, plus fees, costs and
interest in the complaint. The Company has not yet filed its response to the
complaint.

      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.

      The Company is unable to carry out any plan of business without funding.
The Company cannot predict to what extent its current lack of liquidity and
capital resources will impair the business operations or whether it will incur
further operating losses. There is no assurance that the Company can continue as
a going concern without substantial funding, for which there is no assurance.

                                       12
<PAGE>

      The Company estimates it will require $50,000 to $75,000 to cover legal,
accounting, transfer and miscellaneous costs of being a reporting Company in the
next fiscal year. The Company will have a cash shortfall for current annual
costs of at least $50,000 to $75,000, for which it has no source except
shareholder loans or borrowing under its equity line of credit agreement which
there are no assurances that either will be available.

      The Company does not have capital sufficient to meet the Company's cash
needs, including the cost of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934. The Company will have to
seek loans or equity placements to cover such cash needs. Lack of its existing
capital may prevent it from accomplishing the goal of successfully executing its
business plan. The Company will need to raise additional funds to conduct its
business activities in the next twelve months.

      No commitments to provide additional funds have been made by management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses as they
may be incurred.

Current Accounting Pronouncements

      Financial Accounting Standards Board Interpretation No. 46, Consolidation
of Variable Interest Entities, an interpretation of Accounting Research Bulletin
No. 51, Consolidated Financial Statements, addresses consolidation by business
enterprises of variable interest entities. It is effective immediately for
variable interest entities created after January 31, 2003. It applies in the
first fiscal year or interim period beginning after June 15, 2003, to variable
interest entities acquired before February 1, 2003. The impact of adoption of
this statement is not expected to be significant.

      SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and
Hedging Activities, amends and clarifies accounting for derivative instruments
under SFAS No. 133. It is effective for contracts entered into after June 30,
2003. The impact of adoption of this statement is not expected to be
significant.

      SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity, establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liability and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). This statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. The impact of adoption of this statement is not expected to be
significant.

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.

ITEM 8A.  CONTROLS AND PROCEDURES

      (a)   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.

                                       13
<PAGE>

      (b)   Changes In Internal Controls Over Financial Reporting

      In connection with the evaluation of the Company's internal controls
during the year ended June 30, 2004, the Company's Principal Executive
Officer/Acting Principal Financial Officer (one person) has determined that
there are no changes to the Company's internal controls over financial reporting
that has materially affected, or is reasonably likely to materially affect, the
Company's internal controls over financial reporting.

                                       14
<PAGE>

                                    PART III

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

      As of November 5, 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:

Name of Director/
  Executive Officer    Age    Position                    Period Served
-------------------    ---    --------                    -------------

Bruce Edwards          34     Interim President,          August 2004 to Present
                                Chief Executive Officer,
                                and Director

      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.

      Bruce Edwards, Mr. Edwards is the Chief Executive Officer, Interim
President and Sole Director of Elite Flight Solutions, Inc. as of August 2004.
Mr. Edwards is a graduate of Virginia Polytechnic Institute and has over 10
years experience with Fortune 500 companies. As a financial analyst for Hyatt
Hotels Corporation and an executive for Clear Channel Communications, Mr.
Edwards brings both financial and operational experience to Elite.

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, some Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners have not been complied with or filed timely.

Code Of Ethics

      On November 8, 2004, the Board of Directors of the Company adopted a
written Code of Ethics designed to deter wrongdoing and promote honest and
ethical conduct, full, fair and accurate disclosure, compliance with laws,
prompt internal reporting and accountability to adherence to the Code of Ethics.
This Code of Ethics has been filed with the Securities and Exchange Commission
as an Exhibit to this Form 10-KSB.

ITEM 10. EXECUTIVE COMPENSATION

      The following table sets forth 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 June 30, 2003 through June 30, 2004, exceeds
$100,000 (the "Named Executive Officers"), with respect to services rendered by
such persons to Elite Flight and its subsidiaries.

                                       15
<PAGE>

<TABLE>
<CAPTION>
                                       Summary Compensation Table

                             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>
Bruce Edwards(1)  2004  180,000     --            --            --        --              --
</TABLE>

(1)   Bruce Edwards joined Elite Flight in August, 2004 and his salary began on
      September 15, 2004.

Option Grants

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

Compensation Of Directors

      Bruce Edwards, 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 November 5, 2004 for any person who is known to Elite Flight to
be the beneficial owner of more than 5% of Elite Flight's common stock.

Security Ownership of Certain
Beneficial Owners
                                                   Amount and
                                                   Nature of
                           Name and                Beneficial      Percentage of
Title of Class     Address of Beneficial Owner     Ownership         Class (1)
--------------     ---------------------------     ---------         ---------

Common             O.W.W. Clearing, LLC            38,901,500            10.26%
                   2033 Main Street
                   Sarasota, Fl 34237

Common             Paradise Run LLC                75,562,877            19.94%
                   2033 Main Street
                   Sarasota, FL 34237

(1)   Applicable percentage of ownership is based on 379,025,510 shares of
      common stock outstanding as of November 5, 2004 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 November 5, 2004 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.

Securities Authorized For Issuance Under Equity Compensation Plan

      The following table sets forth the securities that have been authorized
under equity compensation plans as of June 30, 2004.

                                       16
<PAGE>

<TABLE>
<CAPTION>
                                                                                                    NUMBER OF
                                                                                                    SECURITIES
                                                                                                    REMAINING
                                                                                                  AVAILABLE FOR
                                                                 NUMBER OF                       FUTURE ISSUANCE
                                                               SECURITIES TO                       UNDER EQUITY
                                                              BE ISSUED UPON   WEIGHTED-AVERAGE    COMPENSATION
                                                                EXERCISE OF     EXERCISE PRICE        PLANS
                                                                OUTSTANDING     OF OUTSTANDING      (EXCLUDING
                                                                 OPTIONS,          OPTIONS,         SECURITIES
                                                               WARRANTS AND      WARRANTS AND      REFLECTED IN
                                                                  RIGHTS            RIGHTS         COLUMN (a))
                                                              --------------   ---------------   ---------------
                                                                    (a)              (b)               (c)

<S>                                                                    <C>       <C>                       <C>
Equity compensation plans approved by security holders                   0       $      --                 0
Equity compensation plans not approved by security holders               0               0                 0
                                                              --------------   ---------------   ---------------
TOTAL                                                                    0               0                 0
                                                              ==============   ===============   ===============
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      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:

      No Form 8-K (or amendment to Form 8-K) was filed during the 4th quarter of
the fiscal year.

      (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

3.7                 Amendment to Certificate of Incorporation            Incorporate by reference to Exhibit 3.7 to Form
                                                                         10-QSB filed with the SEC on February 18, 2004

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

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.
</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.         Description                                          Location
<S>                 <C>                                                  <C>
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

10.8                Aircraft Lease dated September 29, 2003 between      Incorporated by reference to Exhibit 10.8 to
                    Delta Romeo, Inc., American Air Network Alaska,      Form 10-QSB filed with the SEC on November 14,
                    Inc. and Elite Flight Solutions, Inc.                2003

10.9                Aircraft lease dated March 8, 2004 between           Incorporated by reference to Exhibit 10.9 to
                    Registered and Thunder Aviation, Inc.                Form 10-QSB filed with the SEC on May 17, 2004

14.1                Code of Ethics                                       Provided herewith

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
</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.         Description                                          Location
<S>                 <C>                                                  <C>
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

99.9                Debenture dated June 9, 2003 between the             Incorporated by reference to Exhibit 99.9 to
                    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   Incorporated by reference to Exhibit 99.13 to
                    Registrant and Cornell Capital Partners, L.P.        Form 10-KSB filed with the SEC on September 29,
                                                                         2003

99.14               $175,000 Secured Promissory Note dated September     Incorporated by reference to Exhibit 99.14 to
                    8, 2003 between Registrant and Cornell Capital       Form 10-KSB filed with the SEC on September 29,
                    Partners, L.P.                                       2003

99.15               $500,000 Promissory Note dated September 18, 2003    Incorporated by reference to Exhibit 99.15 to
                    between Registrant and Cornell Capital Partners,     Form 10-KSB filed with the SEC on September 29,
                    L.P.                                                 2003

99.16               $400,000 Promissory Note dated October 29, 2003      Incorporate by reference to Exhibit 99.16 to Form
                    between Registrant and Cornell Capital Partners,     10-QSB filed with the SEC on February 18, 2004
                    L.P.

99.17               $300,000 Promissory Note dated December 9, 2003      Incorporate by reference to Exhibit 99.17 to Form
                    between Registrant and Cornell Capital Partners,     10-QSB filed with the SEC on February 18, 2004
                    L.P.

99.18               $890,000 Debenture dated January 26, 2004 between    Incorporate by reference to Exhibit 99.18 to Form
                    Registrant and Cornell Capital Partners, L.P.        10-QSB filed with the SEC on February 18, 2004

99.19               Amended and Restated $890,000 Secured Debenture      Incorporate by reference to Exhibit 99.19 to Form
                    Between Registrant and Cornell Capital Partners, LP  SB-2 filed with the SEC on April 28, 2004

99.20               Consulting Agreement dated April 15, 2004, between   Incorporate by reference to Exhibit 99.21 to Form
                    Funding Enterprises, Inc. and Elite Flight           SB-2 filed with the SEC on April 28, 2004
                    Solutions, Inc.

99.21               Consulting Agreement dated April 15, 2004 between    Incorporate by reference to Exhibit 99.21 to Form
                    Global Finance, L.L.C. and Elite Fight Solutions,    SB-2 filed with the SEC on April 28, 2004
                    Inc.
</TABLE>

                                       20
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.         Description                                          Location
<S>                 <C>                                                  <C>
99.22               $149,462 Promissory Note dated February 20, 2004     Incorporated by reference to Exhibit 99.22 to
                    between Registered and Cornell Capital Partners,     Form 10-QSB filed with the SEC on May 17, 2004
                    L.P.

99.23               $400,00 Promissory Note dated March 25, 2004         Incorporated by reference to Exhibit 99.23 to
                    between Registered and Cornell Capital Partners,     Form 10-QSB filed with the SEC on May 17, 2004
                    L.P.

99.24               Consulting Agreement with KMA Capital Partners,      Provided herewith
                    Ltd.
</TABLE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

      The Company paid L.L. Bradford & Company, LLC, $42,000 in fees for
auditing work, services related to the SEC Registration Statement on Form SB-2,
and quarterly reviews on SEC Forms 10-QSB. The Company paid L.L. Bradford &
Company, LLC, $0 for tax work. The audit committee had pre-approved all work to
be done by L.L. Bradford & Company, LLC, which included audit work, registration
statement services, quarterly reviews on SEC Forms 10-QSB and tax work.

                                   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


Date:    November 18, 2004     By: /s/ Bruce Edwards
                               -------------------------------------------------
                               Bruce Edwards
                               Acting President, Acting Chief Executive Officer,
                               Acting Principal Accounting Officer and Director

                                       21
<PAGE>


                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2004

       (WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS THEREON)


                                       F-1

<PAGE>

                                TABLE OF CONTENTS

                                                                  Page No.

Report of Independent Registered Public Accountants                    F-3

  Consolidated Financial Statements

  Consolidated Balance Sheet                                     F-4 - F-5

  Consolidated Statement of Operations                                 F-6

  Consolidated Statement of Stockholders' Deficit               F-7 - F-10

  Consolidated Statement of Cash Flows                         F-11 - F-12

Notes to Consolidated Financial Statements                     F-13 - F-22


                                      F-2

<PAGE>

               REPORT OF INDEPENDENT REGISTERED 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, 2004,
and the related consolidated statements of operations, stockholders' deficit and
cash flows for the year ended June 30, 2004, and for the period from November 1
(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 the standards of the Public
Company Accounting Oversight Board (United States). 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, 2004, and the
consolidated results of its operations and cash flows for the year ended June
30, 2004, and for the period from November 1, 2003 (Inception) through June 30,
2003, in conformity with accounting principles generally accepted in the United
States of America.

      The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered losses from operations and
current liabilities exceed current assets, all of which raise substantial doubt
about its ability to continue as a going concern. Management's plans in regards
to these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ L.L. Bradford & Company, LLC
----------------------------------------------
L.L. Bradford & Company, LLC Las Vegas, Nevada
September 24, 2004


                                      F-3
<PAGE>

                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2004

                                      ASSETS                   June 30,
                                                                  2004
                                                            ------------

Current Assets
  Cash                                                      $    370,386
    Accounts receivable, net of allowance
    For doubtful accounts                                        104,383
  Other current assets                                             9,931
                                                            ------------
      Total Current Assets                                       484,700

Fixed Assets
  Aircraft equipment                                           2,300,507
  Office equipment                                                61,056
  Office furniture                                                51,539
                                                            ------------
                                                               2,413,102
  Less:  Accumulated depreciation                                103,236
                                                            ------------
      Total, at cost                                           2,309,866

Other Assets                                                     331,510
                                                            ------------

      Total Assets                                          $  3,126,076
                                                            ============


           See Accompanying Notes to Consolidated Financial Statements


                                      F-4
<PAGE>

                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2004

LIABILIITES AND STOCKHOLDERS' DEFICIT                               June 30,
                                                                      2004
                                                                ------------
Current Liabilities
  Accounts payable                                              $    513,864
  Accrued expenses and other current liabilities                     359,554
  Unearned revenue                                                   443,000
  Notes payable                                                      550,655
  Capital lease obligation                                         1,873,278
  Stockholder loan payable                                            87,906
                                                                ------------
    Total Current Liabilities                                      3,828,257

Long-term Liabilities
  Convertible compensating debenture                                      --
  Convertible debenture                                              760,000
                                                                ------------
    Total Long-term Liabilities                                      760,000

    Total Liabilities                                              4,588,257

Commitments and contingencies                                             --

Stockholders' Deficit
  Preferred stock; $0.001 par value; 10,000,000 Shares
    authorized, no shares issued and Outstanding.
  Common stock;$.001 par value, 2,000,000,000 Shares
    authorized, 259,394,413 shares
    issued And  _____ shares outstanding                             259,394
  Additional paid-in capital                                       5,590,611
  Loan fees related to equity line of credit                       (389,604)
  Treasury stock                                                          --
  Accumulated deficit                                            (6,922,582)
                                                                ------------

    Total Stockholders' Deficit                                $ (1,462,181)

    Total Liabilities and Stockholders' Deficit                $   3,126,076
                                                               =============

           See Accompanying Notes to Consolidated Financial Statements

                                      F-5
<PAGE>

                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
      FOR THE YEAR ENDED JUNE 30, 2004 AND THE PERIOD FROM NOVEMBER 1, 2002
                        (INCEPTION) THROUGH JUNE 30, 2003

<TABLE>
<CAPTION>
                                                                                  From Inception
                                                                                   (Nov. 1, 2002)
                                                                June 30,            To June 30,
                                                                 2004                    2003
                                                        --------------------    --------------------
<S>                                                     <C>                     <C>
Revenues                                                $          4,947,452    $            169,358

Operating Expenses:
  Salaries, wages and benefits                                     1,495,183                  25,522
  Maintenance materials and repairs                                1,064,536                      --
  Fuel expense                                                     1,321,656                  25,565
  Aircraft lease and rental                                          869,547                 132,235
  Depreciation & amortization                                        457,894                     992
  Other operating expenses                                         3,893,594                 869,029
                                                        --------------------    --------------------
    Total operating expenses                                       9,102,410               1,053,343

  Loss from operations                                            (4,154,958)               (883,985)

Other Expenses:
  Interest expense                                                 1,043,237                      --
  Loss on return of aircraft                                         838,803                      --
  Other                                                                   --                   1,599
                                                        --------------------    --------------------

Loss before provision for income taxes                            (6,036,998)               (885,584)

Provision for Income Taxes                                                --                      --
                                                        --------------------    --------------------

Net Loss                                                $         (6,036,998)   $           (885,584)
                                                        ====================    ====================

Loss per common share - basic and diluted               $              (0.05)   $              (0.04)
                                                        ====================    ====================
Weighted average common shares outstanding -
  Basic and diluted                                              126,009,245              24,782,114
                                                        ====================    ====================
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                      F-6
<PAGE>

                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
      FOR THE YEAR ENDED JUNE 30, 2004 AND THE PERIOD FROM NOVEMBER 1, 2002
                        (INCEPTION) THROUGH JUNE 30, 2003

<TABLE>
<CAPTION>
                                                                                   ADDITIONAL
                                                          COMMON       STOCK        PAID-IN      UNAMORTIZED
                                                          SHARES       AMOUNT       CAPITAL      LOAN FEES
                                                        ----------   ----------   ----------    ----------

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

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

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

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

Beneficial conversion feature related to convertible
  debenture                                                     --           --        1,079            --

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

Loan fees related to convertible debenture                      --           --           --       (60,000)

Amortization of loan fees related to convertible
  debenture                                                     --           --           --           500

Net loss                                                        --           --           --            --
                                                        ----------   ----------   ----------    ----------
Balance, June 30, 2003                                  38,253,099       38,253      711,876      (649,500)
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                      F-7
<PAGE>

                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
      FOR THE YEAR ENDED JUNE 30, 2004 AND THE PERIOD FROM NOVEMBER 1, 2002
                        (INCEPTION) THROUGH JUNE 30, 2003

<TABLE>
<CAPTION>
                                                                                             ADDITIONAL
                                                            COMMON            STOCK           PAID-IN           UNAMORTIZED
                                                            SHARES           AMOUNT           CAPITAL            LOAN FEES
                                                       ---------------   ---------------   ---------------    ---------------
<S>                                                         <C>                   <C>            <C>           <C>
Issuance of common stock for services                       24,050,000            24,050         1,506,451                 --

Issuance of Common Stock to founders related to
  merger with Carcorp USA                                   82,257,231            82,257           (82,257)                --

Conversion of convertible debenture and convertible
  compensation debenture into common stock                  38,758,824            38,759         1,181,241                 --

Issuance of Common Stock for cash related to equity
  line of credit, net of offering costs of $107,298         76,075,259            76,075         1,852,915                 --

Beneficial conversion feature related to convertible
  debentures                                                        --                --           725,385                 --

Loan fees related to convertible debenture                          --                --                --           (114,000)

Loan fees related to notes payable                                  --                --                --           (146,468)

Amortization of loan fees related to equity line of
  credit                                                            --                --          (295,000)           295,000

Amortization of loan fees related to convertible
  debentures and notes payable                                      --                --                --            225,364

Cancellation of treasury stock                                      --                --           (10,000)                --

Net loss                                                            --                --                --                 --
                                                       ---------------   ---------------   ---------------    ---------------
Balance, June 30, 2004                                     259,394,413   $       259,394   $     5,590,611    $      (389,604)
                                                       ===============   ===============   ===============    ===============
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                      F-8
<PAGE>

                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
      FOR THE YEAR ENDED JUNE 30, 2004 AND THE PERIOD FROM NOVEMBER 1, 2002
                        (INCEPTION) THROUGH JUNE 30, 2003

<TABLE>
<CAPTION>
                                                                             ACCUMULATED       STOCKHOLDERS
                                                         TREASURY STOCK        DEFICIT            DEFICIT
                                                        ---------------    ---------------    ---------------

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

Issuance of common stock to founders for services                    --                 --            184,050

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

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

Beneficial conversion feature related to convertible
  debenture                                                          --                 --              1,079

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

Loan fees related to convertible debenture                           --                 --            (60,000)

Amortization of loan fees related to convertible
  debenture                                                          --                 --                500

Net loss                                                             --           (885,584)          (885,584)
                                                        ---------------    ---------------    ---------------
Balance, June 30, 2003                                          (10,000)          (885,584)          (794,955)
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                      F-9
<PAGE>

                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
      FOR THE YEAR ENDED JUNE 30, 2004 AND THE PERIOD FROM NOVEMBER 1, 2002
                        (INCEPTION) THROUGH JUNE 30, 2003

<TABLE>
<CAPTION>
                                                                             ACCUMULATED       STOCKHOLDERS
                                                          TREASURY STOCK       DEFICIT            DEFICIT
                                                         ---------------   ---------------    ---------------

<S>                                                           <C>               <C>                <C>
Issuance of common stock for services                                 --                --          1,530,501

Issuance of Common Stock to founders related to merger
  with Carcorp USA                                                    --                --                 --

Conversion of convertible debenture and convertible
  compensation debenture into common stock                            --                --          1,220,000

Issuance of Common Stock for cash related to equity
  line of credit, net of offering costs of $107,298                   --                --          1,928,990

Beneficial conversion feature related to convertible
  debentures                                                          --                --            725,385

Loan fees related to convertible debenture                            --                --           (114,000)

Loan fees related to notes payable                                    --                --           (146,468)

Amortization of loan fees related to equity line of
  credit                                                              --                --                 --

Amortization of loan fees related to convertible
  debentures and notes payable                                        --                --            225,364

Cancellation of treasury stock                                    10,000                --

Net loss                                                              --        (6,036,998)        (6,036,998)
                                                         ---------------   ---------------    ---------------
Balance, June 30, 2004                                   $            --   $    (6,922,582)   $    (1,462,181)
                                                         ===============   ===============    ===============
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                      F-10
<PAGE>

                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
      FOR THE YEAR ENDED JUNE 30, 2004 AND THE PERIOD FROM NOVEMBER 1, 2002
                        (INCEPTION) THROUGH JUNE 30, 2003

<TABLE>
<CAPTION>
                                                                                 June 30, 2004      June 30, 2003
                                                                                ---------------    ---------------
Cash flows from operating activities:
<S>                                                                             <C>                <C>
  Net loss                                                                      $    (6,036,998)   $      (885,584)
  Adjustments to reconcile net loss to net cash used by operating activities:
    Depreciation and amortization                                                       457,894                992
    Beneficial conversion feature of debenture                                          725,385              1,079
    Stock based compensation                                                          1,530,501            739,050
    Loss on return of aircraft                                                          838,803
  Changes in operating assets and liabilities:
    Change in accounts receivable                                                       (64,187)           (40,196)
    Change in other current assets                                                       (9,931)                --
    Change in other assets                                                             (314,470)           (17,040)
    Change in accounts payable                                                          400,521            113,343
    Change in accrued expenses and other current liabilities                            125,025              9,529
    Change in unearned revenue                                                          443,000                 --
                                                                                ---------------    ---------------
      Net cash used by operating activities                                          (1,904,457)           (78,827)

Cash flows from investing activities:
  Purchases of fixed assets                                                            (499,838)           (25,833)
                                                                                ---------------    ---------------
Net cash used by investing activities                                                  (499,838)           (25,833)
                                                                                ---------------    ---------------
Cash flows from financial activities:
  Proceeds from notes payable                                                         2,646,747            144,000
  Principal payments on notes payable                                                (2,208,524)           (31,568)
  Principal payments on capital lease obligations                                      (757,742)                --
  Net change in due to stockholder                                                       57,906             30,000
  Proceeds from convertible debentures                                                1,140,000            250,000
  Issuance of common stock for cash                                                   1,928,990                 --
  Loan fees relating to notes payable                                                  (146,468)                --
  Loan fees relating to convertible debenture                                          (114,000)           (60,000)
                                                                                ---------------    ---------------
      Net cash provided by financing activities                                       2,546,909            332,432

Net increase in cash                                                                    142,614            227,772

Cash, at beginning of period                                                            227,772                 --
                                                                                ---------------    ---------------
Cash, at end of period                                                          $       370,386    $       227,772
                                                                                ===============    ===============
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                      F-11
<PAGE>

                          ELITE FLIGHT SOLUTIONS, INC.
                        FORMERLY CARCORP USA CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
           FOR THE PERIOD FROM JULY 1, 2003 THROUGH JUNE 30, 2004 AND
     FOR THE PERIOD FROM NOVEMBER 1, 2002 (INCEPTION) THROUGH JUNE 30, 2003

<TABLE>
<CAPTION>
                                                                                            June 30 2004    June 30, 2003
                                                                                          ---------------   ---------------
Supplemental disclosure of financing activities: cash during the period for:

<S>                                                                                       <C>               <C>
Income taxes paid                                                                         $            --   $            --
                                                                                          ===============   ===============
Interest                                                                                  $     1,070,289   $            --
                                                                                          ===============   ===============
Supplemental disclosure of non-cash investing and financing activities:
                                                                                          ===============   ===============
Reduction in capital lease obligation through return of aircraft                          $     3,150,000   $            --
                                                                                          ===============   ===============
Assumption of capital lease obligations                                                   $     5,781,020   $            --
                                                                                          ===============   ===============
Assumption of accrued liability for settlement of capital lease obligation                $       225,000   $            --
                                                                                          ===============   ===============
Issuance of 38,758,824 shares of common stock for conversion of convertible
  debentures and convertible compensation debenture                                       $     1,220,000   $            --
                                                                                          ===============   ===============
Return of treasury stock                                                                  $        10,000   $            --
                                                                                          ===============   ===============
Amortization of loan fees related to equity line of credit                                $       295,000   $            --
                                                                                          ===============   ===============
Issuance of convertible compensation debenture in exchange for loan fees related to
  equity line of credit                                                                   $            --   $       590,000
                                                                                          ===============   ===============
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                      F-12
<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 had been recorded as treasury stock at par value totaling
$10,000 until the shares were 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. Another 82,257,231 shares were issued on
December 3, 2003 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. provided aircraft leasing, charter and related
services. On May 18, 2004, the Company changed the name of FlyJets.biz to
Optimum Aviation, Inc. ("Optimum"). Optimum has ceased operations.

                                      F-13
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

On July 31, 2003, the Company created America Air Networks Alaska, Inc.
("American Alaska"), a consolidated subsidiary, in order to form a joint venture
with America Air Networks, Inc. of Missouri ("American"). American has assigned
to American Alaska a five-year contract to provide air ambulance services to the
Yukon-Kuskokwim Health Corporation ("YHKC"), commencing September 29, 2003. YHKC
is a tribal consortium of 58 federally recognized tribes that contracts with the
federal government pursuant to the Indian Self-Determination and Education
Assistance Act, 25 U.S.C. 450, et seq., to provide health care and related
services to Alaska Natives.

Certain reclassifications have been made in the June 30, 2003 financial
statements to conform to the current fiscal year presentation.

Amended Certificate of Incorporation - In November 2003, a Certificate of
Amendment to the Certificate of Incorporation changed the number of authorized
shares of common stock from 100,000,000 to 2,000,000,000. Further the
Certificate of Amendment to the Certification of Incorporation authorized
10,000,000 shares of preferred stock, with preferences and rights to be set by
the Board of Directors.

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.

GOING CONCERN - The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company is in
the development stage and has incurred a net loss of approximately $6,037,000
for the year ended June 30, 2004. The Company's current liabilities exceed its
current assets by approximately $3,444,000 as of June 30, 2004. The Company's
net cash used from operating activities approximated $1,904,000 during the year
ended June 30, 2004.

These conditions give rise to substantial doubt about the Company's ability to
continue as a going concern. The Company's management plans to seek out other
business operations. The Company intends to seek additional sources of capital
through the issuance of debt and equity financing, but there can be no assurance
that the Company will be successful in accomplishing its objectives.

                                      F-14
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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
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, 2004, the
Company has no items that represent comprehensive income and, therefore, has not
included a schedule of Comprehensive Income in the accompanying financial
statements.

                                      F-15
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 2004, the Company has available net operating loss carryovers that
will expire in various periods through 2024. 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.

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
year ended June 30, 2004 or from the period from November 1 (Inception) 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 has adopted the disclosure
only provisions of SFAS No. 123.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amount and estimated fair
value of the Company's convertible debenture at June 30, 2004 is as follows:

                                       Carrying          Estimated
                                        Amount           Fair Value
                                      ----------        ----------

       Convertible debenture          $  760,000        $  703,000

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 due to the short-term nature of the instruments.

                                      F-16
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NET LOSS PER COMMON SHARE - The Company computes net 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 - Financial Accounting Standards Board
Interpretation No. 46, Consolidation of Variable Interest Entities, an
interpretation of Accounting Research Bulletin No. 51, Consolidated Financial
Statements, addresses consolidation by business enterprises of variable interest
entities. It is effective immediately for variable interest entities created
after January 31, 2003. It applies in the first fiscal year or interim period
beginning after June 15, 2003, to variable interest entities acquired before
February 1, 2003. The impact of adoption of this statement is not expected to be
significant.

SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities, amends and clarifies accounting for derivative instruments under
SFAS No. 133. It is effective for contracts entered into after June 30, 2003.
The impact of adoption of this statement is not expected to be significant.

SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity, establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liability and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). This statement is effective for financial instruments entered
into or modified after May 31, 2003, and otherwise is effective at the beginning
of the first interim period beginning after June 15, 2003. The impact of
adoption of this statement is not expected to be significant.

                                      F-17
<PAGE>

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

NOTE 3 - OTHER ASSETS

As of June 30, 2004, other assets totaling $331,510 consists of the following:

<TABLE>
<CAPTION>
<S>                                                                                     <C>
Deposit related to the agreement to rent office space and 2 hangers for operations       $   22,365

Employee advances                                                                             7,500

Deposit related to the agreement to lease two Lear Jet aircraft                             106,000

Deposit related to the agreement to lease a Citation Jet aircraft                            90,000

Aircraft operating certificate                                                              105,645
                                                                                        -----------

                                                                                        $   331,510
                                                                                        ===========
</TABLE>

NOTE 4 - NOTES PAYABLE

As of June 30, 2004, notes payable consist of the following:

<TABLE>
<CAPTION>
Loans payable to three entities totaling $77,803, $37,000 and $35,000.  The loans are unsecured,
<S>                                                                                                             <C>
  non-interest bearing and payable on demand                                                                    $   149,803

Promissory notes from Cornell Capital Partners, LLP, unsecured, bearing an interest rate of 5%.                      50,852

Promissory notes from an Cornell Capital Partners, LLP, unsecured, bearing an interest rate of 12%, and
  maturing in July, 2004                                                                                             50,000

Promissory note from an Cornell Capital Partners, LLP, unsecured, bearing an interest rate of 12%, and
  maturing in September, 2004                                                                                       200,000

Promissory note from an Cornell Capital Partners, LLP, unsecured, bearing an interest rate of 12%, and
  maturing in October, 2004                                                                                         100,000
                                                                                                                -----------
                                                                                                                $   550,655
Less:  amounts due within one year                                                                                  550,655
                                                                                                                -----------
Long-term portion of note payable                                                                               $        --
                                                                                                                ===========
</TABLE>

                                      F-18
<PAGE>

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

NOTE 5 - STOCKHOLDER LOAN PAYABLE

As of June 30, 2004, the Company owes $45,000 to a stockholder. The loan is
unsecured, non-interest bearing, and payable upon demand.

NOTE 6 - CONVERTIBLE DEBENTURE

During the period ended June 30, 2003, the Company issued a convertible
debenture totaling $250,000 to Cornell Capital Partners, L.P. secured by all of
the property of the Company pursuant to a securities purchase agreement in June
2003. 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
"Loan fees related to equity line of credit" and will be expensed over the life
of the loan using the straight-line method. During the year ended June 30, 2004,
the Company issued a second convertible debenture totaling $250,000 and incurred
additional loan fees totaling $25,000. During the year ended June 30, 2004, the
Company converted these two debentures into 4,716,088 shares of the Company's
common stock. According, the Company expensed loan fees totaling $84,000 for the
year ended June 30, 2004. The Company recorded interest related to the
beneficial conversion feature totaling $1,079 and $169,060 for the period ended
November 1, 2003 (Inception) and for the year ended June 30, 2004, respectively.

      During the twelve months ended June 30, 2004 the Company issued an
additional debenture for $890,000 and incurred additional loan fees of $89,000.
The debenture bears an interest rate of 5.0%. The debenture has a two-year term.
The lender has the option of converting this debenture 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. During the twelve months ended June 30, 2004, Cornell Capital
Partners, L.P. converted $130,000 of the debenture into 21,780,303 shares of the
Company's common stock. The Company also recorded interest related to the
beneficial conversion feature totaling $556,225 for the twelve months ended June
30, 2004.

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
required 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.

For the year ended June 30, 2004, the Company issued 76,075,259 for cash
totaling $1,928,990, net of offering costs of $107,298.

                                      F-19
<PAGE>

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

NOTE 8 - CONVERTIBLE COMPENSATION DEBENTURE

In June 2003, pursuant to the Credit Agreement, as discussed in Note 7, the
Company issued a Convertible Compensation Debenture ("Compensation Debenture")
to Cornell totaling $590,000. The balance was unsecured, had an interest rate of
5.0%, with principal and interest due June 2006. Additionally, Cornell was
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
Company has accounted for this transaction as a long-term liability and
"Unamortized loan fees" which will be amortized over the life of the Credit
Agreement. During the twelve months ended June 30,2004, Cornell converted all of
the $590,000 of the Compensation Debenture into 12,262,433 shares of common
stock and the Company amortized $295,000 of the loan fees.

NOTE 9 - CAPITAL LEASE OBLIGATIONS

On September 29, 2003, the Company entered into a capital lease for a Cessna
Citation II aircraft for its Alaska air ambulance service contract. The term of
the lease is twelve months. The Company is obligated to purchase the aircraft at
the end of the lease term for $1,880,000 and the monthly payment is $20,000.

The future minimum lease payments required under capital lease obligations as of
June 30, 2004, are as follows:

     2004                                                 $    40,000
     2004 Final payment due on 9/29/2004                    1,880,000
                                                          -----------
                                                          $ 1,920,000
     Less: amount representing interest                        46,721
                                                          -----------
     Principal due                                        $ 1,873,278
                                                          ===========

NOTE 10 - CAPITAL STOCK

During July 2003, the Company cancelled 10,000,000 treasury shares of the
Company's common stock.

Pursuant to the Merger between Carcorp USA and Elite Flight Solutions, Inc.,
23,502,066 shares of common stock were issued on June 2, 2003 to the pre-merger
shareholders of Elite. On December 3, 2003, pursuant to the terms of the Merger,
these shareholders received an additional 82,257,231 shares of the Company's
common stock, subsequent to an increase in the authorized number of shares of
common stock of the Company.

                                      F-20
<PAGE>

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

NOTE 11 - LOSS ON RETURN OF AIRCRAFT

On August 11, 2003, the Company entered into a capital lease for a Cessna
Citation III aircraft for its Florida charter service. The term of the lease was
seven months. The Company is obligated to purchase the aircraft at the end of
the lease term for $3,150,000 and the monthly payment is $100,000. As of June
30, 2004, the Company was in default of the lease and the aircraft was
repossessed in May 2004. As discussed in Note 15, the Company negotiated a
settlement of $225,000 for all remaining amounts alleged to be owed under the
lease. Accordingly, the Company removed the capital lease obligation and
recorded a liability of to $225,000 as of June 30, 2004, which is included as
part of accrued liabilities. On September 21, 2004, the Company paid the
settlement amount in full. Additionally, the Company recorded a loss on the
return of the asset totaling $838,803.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

On September 22, 2003, the Company entered into an operating lease for two Lear
Jet 35A aircraft for its Alaska air ambulance service contract (see Note 13).
The lease term is eighteen months with an option to renew for an additional six
months. The lease payments consist of a base lease amount, engine reserve hourly
charges and an over limit hourly charge. Under the terms of the lease, payments
of the base lease amount for the fiscal year ended June 30, 2004 will be
$280,000 and payments for the fiscal year ended June 30, 2005 will be $224,000.
A deposit of $84,000 and an MSP reserve of $22,000 have been paid to the lessor
and will be returned to the Company at the end of the lease term.

On March 8, 2004, EP Aviation entered into an operating lease for a Cessna
Citation III aircraft for its Florida charter service. The lease term is
thirty-six months with an option to renew for an additional six months. The
lease payments consist of a base lease amount, engine reserve hourly charges and
an over limit hourly charge. Under the terms of the lease, payments of the base
lease amount for the fiscal year ended June 30, 2004 will be $120,000, payments
for the fiscal year ended June 30, 2005 will be $360,000, payments for the
fiscal year ended June 30, 2006 will be $360,000 and payments for the fiscal
year ended June 30, 2007 will be $240,000. A deposit of $60,000 has been paid to
the lessor and will be returned to the Company at the end of the lease term.
Thunder Aviation Acquisition, Inc. has filed a lawsuit against EP Aviation, Inc.
and the Company alleging that EP Aviation and Elite Flight breached a lease
agreement relating to a Cessna Citation III aircraft. Thunder Aviation seeks
$109,421.73, plus fees, costs and interest in the complaint. The Company has not
yet filed its response to the complaint.

FlyJets.Biz, Inc., (changed to Optimum Aviation Inc.) a wholly owned subsidiary
of the Company, leased a hangar and offices at Sarasota/Bradenton International
Airport commencing May 1, 2003 for a 36 -month term. Additionally, FlyJets.Biz,
Inc. leased an additional hangar at the same location commencing July 1, 2003
for a 36 -month term. The Lease has been mutually terminated.

                                      F-21
<PAGE>

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

NOTE 13 - CONTRACT

On July 31, 2003, the Company created America Air Networks Alaska, Inc.
("American Alaska"), a consolidated subsidiary, in order to form a joint venture
with America Air Networks, Inc. of Missouri ("American"). American has assigned
to American Alaska a five-year contract to provide air ambulance services to the
Yukon-Kuskokwim Health Corporation ("YHKC"), commencing September 29, 2003. YHKC
is a tribal consortium of 58 federally recognized tribes that contracts with the
federal government pursuant to the Indian Self-Determination and Education
Assistance Act, 25 U.S.C. 450, et seq., to provide health care and related
services to Alaska Natives.

During June 2004, the Company received an advance payment for the monthly
minimum payment of $443,000 required under the contract. Accordingly, the
Company recorded unearned revenue for this amount as of June 30, 2004.

NOTE 14 - LEGAL PROCEEDINGS

Executive Jet Management, Inc. sued Elite Flight seeking recovery of $19,927.70,
plus costs and fees. Executive Jet Management, Inc. and Elite Flight entered
into a Mutual Release and Settlement Agreement pursuant to which Elite Flight
Solutions, inc. was required to pay Executive Jets $19,927.70. Elite Flight
Solutions, Inc. has complied with all terms of the Agreement, including final
and full payment to the Plaintiff, and Executive Jet Management, Inc. has
released all claims against Elite Flight Solutions, Inc. and executed a
Satisfaction of Judgment on September 17, 2004.

Aviation Charter has filed a lawsuit against Elite Flight Solutions, Inc. in
County Court in Hennepin, Minnesota. The suit was served on Elite Flight's
registered agent on October 15, 2004. The amount sought is $5,778.19.

Thunder Aviation Acquisition, Inc. has filed a lawsuit against EP Aviation, Inc.
and the Company alleging that EP Aviation and Elite Flight breached a lease
agreement relating to A Cessna Citation III aircraft. Thunder Aviation seeks
$109,421.73, plus fees, costs and interest in the complaint. The company has not
yet filed its response to the complaint.

As part of the Company's prior charter operations, on August 11, 2003, the
Company entered into a capital lease for a Cessna Citation III aircraft for its
Florida charter service. The term of the lease was seven months. The Company is
obligated to purchase the aircraft at the end of the lease term for $3,150,000
and the monthly payment is $100,000. As of June 30, 2004, the Company was in
default of the lease and the aircraft was repossessed in May 2004. The Company
entered into a settlement requiring the Company to pay $225,000 for all of the
remaining amounts alleged to be due under the lease. Accordingly, the Company
removed the capital lease obligation and recorded a liability of $225,000 as of
June 30, 2004, which is included as part of accrued liabilities. The Company
paid the settlement in full on September 21, 2004. Additionally, the Company
recorded a loss on the return of the asset totaling $887,473.

On October 3, 2003, the Company received a demand letter claiming that the use
of the name Elite Flight Solutions infringed on the trade name "Flight
Solutions." The Company has been in settlement negotiations with the trademark
holder, Flight Solutions, Inc., which involves the Company changing its
corporate and trade names over a period of time. The Company is currently
negotiating the settlement documents relating to this settlement proposal. There
is no payment required by the Company to the claimant under the current
settlement proposal, except a nominal amount for the attorney's fees of the
claimant relating to the preparation of the settlement documents. No lawsuit has
been filed to date. The Company cannot change its corporate name without
appropriate shareholder approval. There have been no communications from this
claimant for several months and the settlement agreement has not been
consummated.

NOTE 15 - SUBSEQUENT EVENT

In August 2004, both Greg Meech and Lee Matzig resigned as President and Vice
President. On August 20,2004 the Company appointed Bruce Edwards to serve as
Interim-President, Chief Executive Officer and Director.

The Company issued 17,000,000 common stock to KMA Capital Partners, Ltd.
pursuant to a consulting agreement with the Company.

                                      F-22

<PAGE>

Agreements were also reached with several of the Company's lenders, whereby
84,901,500 shares were issued in exchange for the forgiveness of debts totalling
$169,803.

In September 2004, the Company determined that it would discontinue its
operations related to FlyJets.Biz and negotiated with managers of that Company
to take over the operation, including the assets, liabilities and commitments of
FlyJets.Biz.

In September 2004, the Company settled obligations related to the lease of an
aircraft for $225,000. The Company had originally recorded the obligation as a
capital lease. During the year ended June 30, 2004, the Company stopped payments
on the lease and the aircraft was repossessed.

                                      F-23