UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB/A
                                Amendment No. 2


               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                      For Quarter ended September 30, 2005
                           Commission File No. 0-28575

                         GLOBAL AIRCRAFT SOLUTIONS, INC.
                  --------------------------------------------
                  Formerly Renegade Venture (NEV.) Corporation

               (Exact name of issuer as specified in its charter)


            NEVADA                                               84-1108499
 ------------------------------                             --------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)



 6901 South Park Avenue
 Tucson, Arizona 85706
 Mail:  P.O. Box 23009
 Tucson AZ 85734-3009                                       (520) 294-3481
 ----------------------                                 ---------------------
(Address of Principal Executive Offices)               (Issuer's Telephone No.)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period `that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.

Yes [ x ] No [ ]


The number of shares outstanding of each of the Registrant's classes of common
equity, as of June 30, 2005 are as follows:


     Class of Securities                              Shares Outstanding
-----------------------------                         ------------------
Common Stock, $.001 par value                             38,322,198

<PAGE>

                                      INDEX


                          PART I. FINANCIAL INFORMATION


Item 1.  Financial Statements.

         Condensed Consolidated Balance Sheets:

         As of December 31, 2004 (audited) and September 30, 2005
          (unaudited).....................................................  3

         Condensed Consolidated Statements of Operations:

         For the three months and nine months ended September 30, 2004
          and 2005 (unaudited)............................................  5

         Consolidated Statement of Changes in Stockholders' Equity:

         For the year ended December 31, 2004 (audited) and
          nine months ended September 30, 2005 (unaudited)................  6

         Consolidated Statements of Cash Flows:

         For the nine-month periods ended September 30, 2004
          and 2005 (unaudited)............................................  7

         Notes to Financial Statements (unaudited)........................  8


Item 2.  Management's Discussion and Analysis or Plan of Operation........ 20

Item 3.  Controls and Procedures.......................................... 25


                           PART II. OTHER INFORMATION

Item 5. Other Information................................................. 25

Item 6. Exhibits.......................................................... 26

         Signatures....................................................... 26

         Certifications

<PAGE>


ITEM 1. FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>

                                         GLOBAL AIRCRAFT SOLUTIONS, INC.
                                      Condensed Consolidated Balance Sheet
                                    December 31, 2004 and September 30, 2005

                                                   ASSETS
                                                                    2004                   2005
                                                                 (audited)              (unaudited)
                                                                -----------             -----------

<S>                                                             <C>                     <C>
CURRENT ASSETS
Cash and cash equivalents                                       $   549,904             $ 3,220,391
Accounts receivable                                               4,766,215               7,681,852
Note receivable                                                     175,642                 225,000
Costs and estimated earnings on uncompleted contracts in
excess of billings
Inventory                                                         3,507,249               5,277,307
Other current assets                                                380,932                 900,406
                                                                -----------             -----------

  TOTAL CURRENT ASSETS                                          $ 9,379,942             $17,304,956

Property, plant and equipment                                     1,632,134               1,497,774
Investment                                                           25,000                  25,000
Equity in net assets of and advances to affiliates                                        2,935,057
Customer list, net                                                  267,771                 167,357
Agreement with vendor, net                                           56,980                  35,613
Goodwill                                                             38,992                  38,992
Inventory, non-current                                              212,500               2,517,058
Other assets                                                        144,693                   1,000
                                                                -----------             -----------

  TOTAL ASSETS                                                  $11,758,012             $24,522,807
                                                                ===========             ===========


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


<PAGE>


                                           GLOBAL AIRCRAFT SOLUTIONS, INC.
                                         Condensed Consolidated Balance Sheet
                                       December 31, 2004 and September 30, 2005

                                         LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                           2004                     2005
                                                                         (audited)               (unaudited)
                                                                       ------------             -------------

CURRENT LIABILITIES
Accounts payable - trade                                               $  2,644,593             $ 10,438,038
Due to factor                                                               604,411
Customer deposits                                                           280,537
Billings in excess of costs and estimated
  earnings on contracts in progress                                         966,238                  436,426
Accrued liabilities                                                         844,709                  360,305
Income taxes payable                                                        311,182                  513,914
Commitments and contingencies
                                                                       ------------             ------------

  TOTAL CURRENT LIABILITIES                                            $  5,651,670             $ 11,748,763

LONG-TERM LIABILITIES
Notes payable - long term portion
                                                                       ------------             ------------

  TOTAL LONG-TERM LIABILITIES
                                                                       ------------             ------------

  TOTAL LIABILITIES                                                    $  5,651,670             $ 11,748,763
                                                                       ============             ============


STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 50,000,000 shares authorized
  30,650,386 and 38,322,198 shares issued 2004 and 2005 and
  30,650,386 and 38,322,198 shares outstanding 2004
  and 2005                                                             $     31,030             $     38,702
Additional paid-in capital                                                7,033,950               11,692,478
Deferred compensation
Contributed capital                                                         620,289                  620,289
Retained earnings                                                        (1,578,927)                 422,575
                                                                       ------------             ------------

  TOTAL STOCKHOLDERS' EQUITY                                           $  6,106,342             $ 12,774,044
                                                                       ============             ============

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 11,758,012             $ 24,522,807
                                                                       ============             ============

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

<PAGE>


                                                  GLOBAL AIRCRAFT SOLUTIONS, INC.
                                           Condensed Consolidated Statement of Operations
                               For the Three Months and Nine Months ended September 30, 2004 and 2005
                                                            (unaudited)

                                          Three Months        Three Months          Nine Months        Nine Months
                                             ended               ended                 ended               ended
                                         September 30,       September 30,         September 30,       September 30,
                                              2004                2005                 2004                 2005


Net sales                                $  8,112,082           15,462,146           16,698,987           32,943,780
Cost of sales                              (6,153,617)         (12,165,322)         (11,650,470)         (24,839,649)
Inventory write down                          (55,208)             (55,208)            (160,069)            (165,625)
                                         ------------         ------------         ------------         ------------

Gross profit                             $  1,903,257         $  3,241,616         $  4,888,448         $  7,938,486

Selling, general and
administrative expense                     (1,827,738)          (2,284,532)          (3,526,330)          (5,651,307)
Penalties                                     (21,255)                                 (211,767)              (1,006)
                                         ------------         ------------         ------------         ------------

Gain (loss) from operations              $     54,264         $    957,084         $  1,150,351         $  2,286,173

Other income (expense):
     Interest income                            3,159               61,970               64,551              265,989
     Interest expense                         (50,765)             (60,245)            (235,578)            (364,636)
     Discounts taken                           13,271              (10,000)              27,544                7,715
     Miscellaneous expense                                            (110)              (9,084)                (110)
     Miscellaneous income                      10,938                5,810               13,521               99,727
     Gain on renegotiation of
contracts                                     607,194                                 1,144,502
                                         ------------         ------------         ------------         ------------
                                         $    638,061         $    954,509         $  2,155,807         $  2,294,858
Net profit (loss), Before taxes
     Estimated Income Tax                                         (293,266)                                 (293,356)
                                         ------------         ------------         ------------         ------------

Net profit (loss), After taxes           $    638,061         $    661,243         $  2,155,807         $  2,001,502
                                         ============         ============         ============         ============

Net profit (loss) per share,
Basic                                    $       0.02         $       0.02         $       0.10         $       0.06
Net profit (loss) per share,
Fully diluted                            $       0.02         $       0.02         $       0.09         $       0.06
                                         ============         ============         ============         ============

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


<PAGE>


                                                    GLOBAL AIRCRAFT SOLUTIONS, INC.
                                             Formerly Renegade Venture (NEV.) Corporation
                                       Consolidated Statement of Changes in Stockholders' Equity
                                            For the Year ended December 31, 2004 and the Nine
                                                     Months ended September 30, 2005


                                                   Additional   Contributed    Deferred     Treasury    Accumulated    Stockholder
                                                     Paid-in      Capital    Compensation    Stock    Earnings/Deficit   Equity
                                                    Capital
                            Shares      Amount       Amount        Amount       Amount                     Amount         Amount
------------------------------------------------------------------------------------------------------------------------------------

 Balance December 31,     17,480,000    17,860     2,412,373      620,289      (332,000)                 (3,870,213)    (1,151,691)
        2003

    1st Qtr, 2004
Compensation expensed                                                            12,000

    2nd Qtr, 2004
   Shares issued to        9,600,000     9,600     3,009,600

Barron Partners for a
cash consideration of
    $.34 per share

  Shares pledged as        1,000,000     1,000       499,000
    payment on the
purchase of World Jet
    valued at $.50
   (issued 7/27/04)

   900,000 options                                    54,000
   granted at $ .06
     below market

    3rd Qtr, 2004
 Shares issued to JG       2,115,386     2,115       946,832
 Capital, et al for a
cash consideration or
    $.52 per share

  Shares issued upon          55,000        55        17,545
 exercise of options
at $.32 per share and
   cash payment of
       $17,600

   Shares issued as          400,000       400        91,600
   compensation for
professional services
to be rendered over a
   two-year period
  Valued at $92,000

   100,000 options                                     3,000
 granted at .03 below
        market

Shares vested (Herman                                                           320,000
 & Sawyer employment
    agreement, 3rd
   Quarter of 2003)

    4th Qtr, 2004
   Net Income/Loss                                                                                        2,297,286

 Balance December 31,     30,650,386    31,030     7,033,950      620,289             0                  (1,578,927)     6,106,342
       2004

    1st Qtr, 2005
   Net Income/Loss

    Shares issued             50,000        50        14,950

   Net Income/Loss                                                                                          658,092

Balance March 31,         30,700,386    31,080     7,048,900      620,289             0                    (920,835)     6,779,434
      2005

    2nd Qtr, 2005
      No change

   Net Income/Loss                                                                                          682,167

Balance June 30,          30,700,386    31,080     7,048,900      620,289             0                    (238,668)     7,461,601
      2005

    3rd Qtr, 2005
   Shares issued to        7,200,000     7,200     4,644,000
Barron Partners for a
cash consideration of
    $.68 per share

 Shares issued under         421,812       422          (422)
non-cash provision of
       warrants

   Net Income/Loss                                                                                          661,243

Balance September 30,     38,322,198    38,702    11,692,478      620,289                                   422,575     12,774,044
      2005


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


<PAGE>


                                        GLOBAL AIRCRAFT SOLUTIONS, INC.
                                Condensed Consolidated Statement of Cash Flows
                            For the Nine Months ended September 30, 2004 and 2005
                                                  (unaudited)


                                                                    2004                 2005

Cash flows from operating activities:
    Net Profit/(Loss)                                          2,155,807                2,001,502

Adjustments to reconcile net profit to net cash
  provided (used) by operating activities:
    Depreciation                                                 215,882                  356,104
    Amortization                                                 121,782                  121,782
    Allowance for Doubtful Accounts                               (2,026)                 165,625
    Inventory write downs                                        157,291                  104,847
    Gain from renegotiation                                   (1,144,502)
    Expenses paid with stock                                     402,199                  182,234

Changes in Assets and Liabilities:
    Accounts receivable                                         (277,981)              (2,067,338)
    Prepaid expenses                                               1,541                  (99,817)
    Costs and estimated earnings in excess of
          billings on contracts in progress
    Inventory                                                 (1,410,569)              (2,106,202)
    Inventory, non-current                                                             (2,134,040)
    Investments                                                  (25,000)
    Restricted Funds                                            (400,945)                 (22,681)
    Other current assets                                         (21,823)                (446,893)
    Other non-current assets
    Accounts payable-trade                                       999,532                6,745,014
    Accounts payable-related party                                56,737                   (6,219
    Due to factor                                               (102,452)                (604,409)
    Customer deposits                                               (800)                (280,537)
    Billings in excess of cost and estimated
       earnings on contracts in progress                        (461,067)                (529,812)
    Income tax payable                                          (463,690)                 202,812
    Accrued liabilities                                         (455,259)                (478,185)

Net cash provided by/(used for) operating activities            (655,341)               1,103,787

Cash flows from investing activities:
    Purchase of property, plant and equipment                 (1,244,114)                (221,746)
    Purchase of World Jet, net of cash acquired                 (361,920)
    Purchase of World Jet, Goodwill                             (597,724)
    Investment in SPC (Equity Method)                                                  (2,935,057)

Net cash used for investing activities                        (2,203,758)              (3,156,803)

Cash flows from financing activities:
    Proceeds from issuance of common stock                     4,381,600                4,911,000
    Payments related to issuance of common stock                (395,853)                (244,800)
    Proceeds/payments - short term loans, net                   (422,238)
    Proceeds from bank loans                                                            4,486,634
    Repayment of bank loans                                                            (4,486,634)
    Payments used in mandatory redemptions                      (400,535)
    Other financing activities, net                                6,324                   57,303

Net cash provided by/(used for) financing activities           3,169,298                4,723,503

Net increase in cash and cash equivalents                        310,199                2,670,487

Cash and cash equivalents at beginning of period                 367,691                  549,904

Cash and cash equivalents at end of period                       677,890                3,220,391


Interest paid for the nine months ended September 30, 2004 was $235,578.
Interest paid for the nine months ended September 30, 2005 was $364,636.
Taxes paid during the nine months ended September 30, 2004 were $0. Taxes paid during
the nine months ended September 30, 2005 were $90,544.00.

The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>

<PAGE>


                         GLOBAL AIRCRAFT SOLUTIONS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2005


1. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for financial information. In the opinion of management, all adjustments
consisting of normal recurring adjustments considered necessary to a fair
presentation have been included.

The condensed consolidated financial statements include the accounts of Global
Aircraft Solutions, Inc. ("Global") formerly Renegade Venture (NEV.) Corporation
and its wholly owned subsidiaries, Hamilton Aerospace Technologies, Inc.
("HAT"), Johnstone Softmachine Corporation ("Johnstone"), and World Jet
Corporation ("World Jet") collectively, the ("Company"). Global acquired HAT and
Johnstone on April 30, 2002. For accounting purposes, the HAT/Global transaction
was treated as an acquisition of Global by HAT and as a recapitalization of
Global. The acquisition of 100 per cent of World Jet stock was finalized July
15, 2004, with an effective date of January 1, 2004. The financial statements
reflect the accounting activity of HAT since its inception, April 5, 2002 and of
World Jet since January 1, 2004. Johnstone is currently inactive.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


Trade Accounts Receivable

Trade accounts receivable represent amounts billed but uncollected on both
completed and in-progress aircraft repair and maintenance contracts as well as
amounts billed but uncollected on parts shipped to customers.

Accounts receivable are stated at the amount management expects to collect from
outstanding balances. Management provides for probable uncollectible amounts
through a charge to earnings and a credit to a valuation allowance based on its
assessment of the current status of individual accounts. The allowance is
estimated as a percentage of accounts receivable based on a review of accounts
receivable outstanding and the Company's prior history of uncollectible accounts
receivable. Balances that are still outstanding after management has used
reasonable collection efforts are written off through a charge to the valuation
allowance and a credit to trade accounts receivable. Changes in the valuation
allowance have not been material to the financial statements.

Inventory

Inventories are stated at the lower of cost (first-in, first-out) or market.
Inventory items held over one year are classified as "Inventory non-current".
The Company reviews the market value of inventories whenever events and
circumstances indicate that the carrying value of inventories may not be
recoverable from the estimated future sales price less cost of disposal and
normal gross profit. In cases where the market values are less than the carrying
value a write down is recognized equal to an amount by which the carrying value
exceeds the market value of inventories.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided for on the
straight-line method over the estimated useful lives of the assets. The
estimated useful life of computer equipment and software is three years at both
our HAT and World Jet subsidiaries; the estimated useful life of all other
categories of assets is five years at our HAT subsidiary; World Jet uses
estimated useful lives of 3,5 and 7 years for its other assets. Amortization of
leasehold improvements is computed using the shorter of the lease term or the
expected useful life of the assets. Maintenance and repairs that neither
materially add to the value of the property nor appreciably prolong its life are
charges to expense as incurred. Betterments or renewals are capitalized when
incurred.

<PAGE>


The Company reviews the carrying value of property, plant and equipment for
impairment whenever events and circumstances indicate that the carrying value of
an asset may not be recoverable from the estimated future cash flows expected to
result from its use and eventual disposition. In cases where undiscounted
expected future cash flows are less than the carrying value, an impairment loss
is recognized equal to an amount by which the carrying value exceeds the fair
value of assets. The factors considered by management in performing this
assessment include current operating results, trends and prospects, as well as
the effects of obsolescence, demand, competition and other economic factors.


Revenue and Cost Recognition

Revenues from fixed-fee contracts for MRO sales are recognized on the
percentage-of-completion method, measured by the cost-to-cost method, commencing
when progress reaches a point where experience is sufficient to estimate final
results with reasonable accuracy. The cumulative catch-up method is used to
account for changes in estimates of total revenues, total costs or extent of
progress. Each project is considered complete when the subject aircraft departs
our facility. Revision in cost and labor hour estimates and recognition of
losses on these contracts are reflected in the accounting period in which the
facts become known. During the periods covered by these financial statements, no
material prior period revisions were necessary. As of September 30, 2005 there
are no material amounts in excess of the agreed contract price that the Company
seeks to collect from customers or others for customer caused delays, error in
specifications or design, contract termination, change orders in dispute or
unapproved as to both scope and price, or other causes of unanticipated
additional costs. Revenue from part sales is recognized when parts are shipped.
Revenues from time and material contracts and all other ancillary services are
recognized as the services are performed.

Income   (Loss) per share - Basic earnings per share includes no dilution and is
         computed by dividing net earnings (loss) available to stockholders by
         the weighted number of common shares outstanding for the period.
         Diluted earnings per share reflect the potential dilution of securities
         that could share in the Company's earnings. Reconciliations of EPS for
         quarters ended September 30, 2005 and 2004 are as follows:

<TABLE>
<CAPTION>

                                                              For the Nine Months ended September 30, 2005
                                                          -----------------------------------------------------
                                                            Income                Shares              Per-Share
                                                          (Numerator)         (Denominator)            Amount
                                                          -----------         -------------            ------

<S>                                                      <C>                  <C>                      <C>
Net Income
Basic EPS
Income available to common stockholders                   $2,001,502            32,301,506               $0.06



Warrants                                                                           508,469
Options                                                                            967,359
Diluted EPS
Income available to common stockholders + assumed         $2,001,502            33,777,334               $0.06
conversions



                                                                For the Quarter ended September 30, 2005
                                                          -----------------------------------------------------
                                                            Income                Shares              Per-Share
                                                          (Numerator)         (Denominator)            Amount
                                                          -----------         -------------            ------
Net Income
Basic EPS
Income available to common stockholders                     $661,243            35,460,775               $0.02


Warrants                                                                         1,018,632
Options                                                                          1,767,253
Diluted EPS
Income available to common stockholders + assumed           $661,243            38,246,660               $0.02
conversions



<PAGE>


                                                                 For the Nine Months ended September 30, 2004
                                                             -----------------------------------------------------
                                                               Income                Shares              Per-Share
                                                             (Numerator)         (Denominator)            Amount
                                                             -----------         -------------            ------

Net Income
Basic EPS
Income available to common stockholders                       $2,155,807            22,539,728               $0.10

Warrants                                                                               176,000
Options                                                                                615,556
Diluted EPS
Income available to common stockholders + assumed             $2,155,807            23,331,284               $0.09
conversions



                                                               For the Quarter ended September 30, 2004
                                                         -----------------------------------------------------
                                                           Income                Shares              Per-Share
                                                         (Numerator)         (Denominator)            Amount
                                                         -----------         -------------            ------
Net Income
Basic EPS
Income available to common stockholders                   $638,061            28,880,828               $0.02

Warrants                                                                         342,096
Options                                                                          716,393
Diluted EPS
Income available to common stockholders + assumed         $638,061            29,939,317               $0.02
conversions


    Calculation of Weighted Average Shares for Nine Months ended September 30, 2005
    --------------------------------------------------------------------------------
     Issues          Shares O/S     Dates                     Days      Average
    --------------- -------------- ------------------------ -------- ---------------
                    30,650,386     01/01/05 - 01/18/05        17       1,908,632
         50,000     30,700,386     01/18/05 - 08/03/05       197      22,153,758
      7,200,000     37,900,386     08/03/05 - 08/30/05        27       3,748,390
        399,000     38,299,386     08/30/05 - 09/14/05        15       2,104,362
         22,812     38,322,198     09/14/05 - 09/30/05        17       2,386,364

                                   Total shares                       32,301,506


    Calculation of Weighted Average Shares for the Quarter ended September 30, 2005
    -------------------------------------------------------------------------------
    Issues          Shares O/S     Dates                    Days      Average
    --------------- -------------- ----------------------- ------- ----------------
                     30,700,386     07/01/05 - 08/03/05       33     11,012,095
     7,200,000       37,900,386     08/03/05 - 08/30/05       27     11,122,939
       399,000       38,299,386     08/30/05 - 09/14/05       15      6,244,465
        22,812       38,322,198     09/14/05 - 09/30/05       17      7,081,276

                                   Total shares                      35,460,775
</TABLE>

<PAGE>



            Calculation of Dilution for Nine Months ended September 30,2005
            ---------------------------------------------------------------
                                       No. of shares   Incremental shares
                                                       Outstanding
            -------------------------- --------------- --------------------
            Warrants @ $0.34                  321,000              223,554
            Warrants @ $0.52                  135,842               72,773
            Warrants @ $0.68                  540,000              212,143
            Warrants @ $1.00                1,137,020              121,824
            Options  @ $0.17                  900,000              763,393
            Options  @ $0.20                  100,000               82,143

                                       Total dilution            1,475,828

            (Average Price $1.12)



            Calculation of Dilution for the Quarter ended September 30, 2005
            ----------------------------------------------------------------
                                       No. of shares   Incremental shares
                                                       Outstanding
            -------------------------- --------------- ---------------------
            Warrants @ $0.34                  321,000               248,722
            Warrants @ $0.52                  135,842                89,062
            Warrants @ $0.68                  540,000               296,821
            Warrants @ $1.00                1,137,020               384,027
            Warrants @ $1.36                8,877,020               881,823
            Options  @ $0.17                  900,000               798,675
            Options  @ $0.20                  100,000                86,755

                                       Total dilution             2,785,885

            (Average Price $1.51)


<TABLE>
<CAPTION>

            Calculation of Weighted Average Shares for Nine Months ended September 30, 2004
            -------------------------------------------------------------------------------

            Issues          Shares O/S     Dates                     Days   Average
            --------------- -------------- ------------------------ ------- ---------------
<S>                         <C>            <C>                      <C>           <C>
                            17,480,000     01/01/04 - 05/26/04        146     9,348,278
            9,600,000       27,080,000     05/26/04 - 07/07/04         42     4,166,154
               55,000       27,135,000     07/07/04 - 07/09/04          2       198,791
              400,000       27,535,000     07/09/04 - 07/27/04         18     1,815,495
            1,000,000       28,535,000     07/27/04 - 09/02/04         37     3,867,381
            2,115,386       30,650,386     09/02/04 - 09/30/04         38     3,143,629

                                           Total shares                      22,539,728



            Calculation of Weighted Average Shares for Three Months ended September 30, 2004
            --------------------------------------------------------------------------------

            Issues          Shares O/S     Dates                     Days        Average
            --------------- -------------- ------------------------ -------- ---------------
                            27,080,000     07/01/04 - 07/07/04          6        1,766,087
               55,000       27,135,000     07/07/04 - 07/09/04          2          589,981
              400,000       27,535,000     07/09/04 - 07/27/04         18        5,378,283
            1,000,000       28,535,000     07/27/04 - 09/02/04         37       11,476,033
            2,115,386       30,650,386     09/02/04 - 09/30/04         29        9,661,535

                                           Total shares                         28,880,828

</TABLE>


<PAGE>


   Calculation of Dilution for Nine Months ended September 30, 2004
   ----------------------------------------------------------------

                              No. of shares   Incremental shares
                                              Outstanding
   -------------------------- --------------- ---------------------
   Warrants @ $0.34                  720,000              176,000
   Options  @ $0.17                  900,000              560,000
   Options  @ $0.20                  100,000               55,556

                              Total dilution              791,556

   (Average Price $0.45)




   Calculation of Dilution for  the   Quarter  ended September 30, 2004
   --------------------------------------------------------------------
                              No. of shares    Incremental shares
                                               Outstanding
   -------------------------- ---------------- -----------------------
   Warrants @ $0.34                   720,000              318,689
   Warrants @ $0.52                   158,654               23,408
   Options  @ $0.17                   900,000              649,180
   Options  @ $0.20                   100,000               67,213

                              Total dilution             1,058,490

   (Average Price $0.61)



Equity in Net Assets and Advances to Affiliates

The investment in a 30% interest in Jetglobal, LLC is accounted for using the
equity method since the Company does not control Jetglobal, LLC, but over which
it does exert significant influence. Under the equity method, the investment is
recorded at cost plus advances and the Company's share of earning less
distributions and the Company's share of losses. The Company considers whether
future fair value of it investments has declined below their carrying value
whenever adverse events or changes in circumstances indicate that recorded
values may not be recoverable. If the Company considered any such decline to be
other than temporary, a write-down should be recorded to estimated fair value.

All significant intercompany profits and balances have been eliminated.

Goodwill

The Company evaluates the carrying value of goodwill annually and between annual
evaluations if events occur or circumstances change that would more likely than
not reduce the fair value of a reporting unit below its goodwill carrying
amount. Such circumstances could include but are not limited to:

     1.   a significant adverse change in legal factors or in business climate
     2.   unanticipated competition
     3.   an adverse action or assessment by a regulator.

When evaluating whether goodwill is impaired, the Company compares the fair
value of the reporting unit to which the goodwill is assigned to that unit's
carrying amount, including goodwill. If the carrying amount of a reporting unit
exceeds its fair value, then the amount of the impairment loss must be measured.
The total of the implied fair value of all the other assets and liabilities of
the unit, based on their fair value, less the total amount assigned to those
assets and liabilities is the implied fair value of goodwill. An impairment loss
would be recognized when the carrying amount of the goodwill exceeds its implied
fair value.

Recently Issued Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4." This Statement clarifies the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted materials.
This Statement is effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. The initial application of SFAS No. 151 had no
impact on the Company's financial statements.

In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67." This
Statement references the financial accounting and reporting guidance for real
estate time-sharing transactions that is provided in AICPA Statement of Position
04-2, "Accounting for Real Estate Time-Sharing Transactions." This Statement
also states that the guidance for incidental operations and costs incurred to
sell real estate projects does not apply to real estate time-sharing
transactions. This Statement is effective for financial statements for fiscal
years beginning after June 15, 2005. The initial application of SFAS No. 152 had
no impact on the Company's financial statements.

<PAGE>


In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29." This Statement eliminates the exception
for nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This Statement is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. The initial
application of SFAS No. 153 had no impact on the Company's financial statements.

In December 2004, the FASB issued SFAS No. 123 ( R), " Share Based Payment."
This Statement is a revision of SFAS No. 123, and supersedes APB Opinion No. 25.
SFAS No. 123 ( R) requires the recognition of the cost of employee services
received in exchange for an award of equity instruments based on the grant date
for value of the award. The cost will be recognized over the period during which
an employee is required to provide service in exchange for the award. No
compensation cost is recognized for equity instruments for which employees do
not render the required service period. In April, the SEC release No. 33-8568
delayed the implementation of SFAS No. 123 ( R). The Statement is now effective
for the Company beginning in the first quarter of fiscal year 2007. SFAS No. 123
( R) permits public companies to adopt its requirements using one of two
methods: (1) A "modified prospective method in which compensation cost is
recognized prospectively for both new grants issued subsequent to the date of
adoption, and all unvested awards outstanding at the date of adoption. Expense
for the outstanding awards must be based on the valuation determined for the pro
forma disclosures under SFAS No. 123. (2) A "modified retrospective" method,
which includes the requirements of the modified prospective method described
above, but also permits entities to restate all prior periods presented based on
the amounts previously recognized under SFAS No. 123 for purposes of pro forma
disclosures. The Company is currently in the process of evaluating the two
methods and has not yet determined which method it will use.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error - an
amendment of APB Opinion No. 29." This Statement applies to all voluntary
changes in accounting principle. It also applies to changes required by an
accounting pronouncement in the usual instance that the pronouncement does not
include specific transition provision. When a pronouncement includes specific
transition provisions, those provisions should be followed. Opinion 20
previously required that most voluntary changes in accounting principle be
recognized by including in net income of the period of the change the cumulative
effect of changing to the new accounting principle. This Statement requires
retrospective application to prior periods financial statements of changes in
accounting principle, unless it is impractical to determine either the
period-specific effects of the cumulative effect of the change. This Statement
is effective for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. The Company does not expect application
of SFAS No. 154 to have a material affect on its financial statements.

Stock-Based Compensation

Currently, as permitted under the Statement of Financial Accounting Standards
No. 123 (SFAS No. 123), "Accounting for Stock-Based Compensation", the Company
accounts for its stock-based compensation to employees in accordance with the
provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for
Stock Issued to Employees". As such, compensation expense is recorded on the
date of grant only if the current market price of the underlying stock exceeded
the exercise price. Certain pro forma net income and EPS disclosures for
employee stock option grants are also included in the notes to the financial
statements as if the fair value method as defined in SFAS No. 123 had been
applied. Transactions in equity instruments with non-employees for goods or
services are accounted for by the fair value method.


3. SEGMENT INFORMATION

The company has divided its operations into the following reportable segments:
Aircraft maintenance, repair, and overhaul; Aircraft Brokerage; and Part sales.
These segments, for the most part, reflect the discrete operations of our
consolidating companies HAT, Global and World Jet respectively. Each segment
represents distinct product lines, marketing, and management of its business.
Limited other services for each company, which represent a small percentage of
income, have been shown in the aggregate.

The reporting segments follow the same accounting policies used for the
Company's consolidated financial statements and described in the summary of
significant accounting policies.

<PAGE>


Selected information by business segment is presented in the following tables
for the nine months ended September 30, 2005 and September 30, 2004.

<TABLE>
<CAPTION>

                                           Three Months          Three Months           Nine Months           Nine Months
                                               Ended                 Ended                 ended                 Ended
                                           September 30,         September 30,         September 30,         September 30,
                                               2005                  2004                  2005                  2004
------------------------------------- -- ------------------ -- ------------------ -- ------------------ -- ------------------
                                           ($ millions)          ($ millions)          ($ millions)          ($ millions)
------------------------------------- -- ------------------ -- ------------------ -- ------------------ -- ------------------
Segment sales:
<S>                                                  <C>                   <C>                  <C>                   <C>
   Aircraft maintenance                              4.010                 3.757                13.623                10.491
   Aircraft trading                                  8.680                 2.625                12.675                 2.925
   Part sales                                        3.282                 1.899                 7.689                 3.433
   Other                                              .180                  .355                 1.803                  .536

Sub Total                                           16.152                 8.636                35.790                17.385

Elimination of intersegment sales                    -.690                 -.524                -2.846                 -.686

Total consolidated sales                            15.462                 8.112                32.944                16.699

Operating income:
   Aircraft maintenance                               .443                  .612                 1.184                 3.064
   Aircraft trading                                  1.818                  .576                 3.078                 1.614
   Part sales                                         .939                  .403                 2.107                  .922
   Other                                              .042                  .312                 1.569                  .326

   Sub total                                         3.242                 1.903                 7.938                 4.888

   Selling, general, administrative                 -2.285                -1.828                -5.652                -3.526
     expense
   Other, net                                        -.002                  .563                  .009                  .793

Consolidated earnings before taxes                    .955                  .638                 2.295                 2.155



                                            Three Months          Three Months          Nine Months           Nine Months
                                                Ended                 Ended                Ended                 Ended
                                            September 30,         September 30,        September 30,         September 30,
                                                2005                  2004                 2005                  2004
-------------------------------------- -- ------------------ -- ------------------ - ------------------ -- ------------------

                                                 ($)                   ($)                  ($)                   ($)
-------------------------------------- -- ------------------ -- ------------------ - ------------------ -- ------------------
Depreciation and amortization by
segment:
   Aircraft maintenance                             170,261                72,223              254,548               160,713
   Aircraft trading
   Part sales

Corporate                                           149,188               160,117              223,245               270,279
Total                                               319,449               235,340              477,793               430,992

Net asset values:
   Aircraft maintenance                           6,612,884             4,225,245            6,612,884             4,225,245
   Aircraft trading                                 128,400                64,200              128,400                64,200
   Part sales                                     7,829,971             2,868,893            7,829,971             2,868,893

   Corporate                                      9,951,552             9,679,997            9,951,552             9,679,997
Total                                            24,522,807             9,679,997           24,522,807             9,679,997

Capital expenditures:
   Aircraft maintenance                             139,188                 5,204              176,976             1,041,999
   Aircraft trading
   Part sales

Corporate                                            14,477                 7,824               44,770               209,866
Total                                               153,665                13,028              221,746             1,251,865
</TABLE>


<PAGE>


     All of the Company's facilities and assets are located in the United
States. The Company sells and ships to several foreign countries. All foreign
revenues are recorded and collected in U.S. dollars. Geographic information
regarding sales to foreign countries is presented in the following table:

                                 Nine Months             Nine Months
                                 Ended                   Ended
                                 September 30, 2004      September 30, 2005
         -------------------- -- -------------------- -- --------------------

         Angola               $                       $               35,166
         Australia                            97,561                   1,700
         Brazil                                                        5,100
         Canada                                  577                     688
         Columbia                                                     24,904
         Ecuador                           2,201,564
         Germany                              36,800                  28,025
         Guam                              1,981,332
         Hong Kong                               890
         Indonesia                                                       835
         Ireland                                                     210,241
         Italy                                45,719                  55,830
         Jordan                            2,755,713               1,532,471
         Lebanon                                                     221,618
         Malawi                                                      149,795
         Mexico                              251,991                 267,645
         Nigeria                                                     279,656
         Pakistan                                                    459,612
         Peru                                 19,600
         South Africa                                                 17,354
         Spain                                                         2,200
         Tunisia                               4,130
         UAE                                  14,100               8,623,100
         United Kingdom                       52,537                     500
         Venezuela                            50,162
         -------------------- -- -------------------- -- --------------------
         TOTALS               $            7,512,676  $           11,916,440


<PAGE>


4. STOCK, STOCK OPTIONS AND WARRANTS

In January 2005, 50,000 options, issued as compensation for outside consultancy
services, were exercised at the option price of $.30 per share.

On August 3, 2005, warrants were converted to 7,200,000 shares of common stock
at $.68 per share.

On August 30, 2005, warrants were converted to 399,000 shares of common stock
under the non-cash conversion terms of the original agreement of issue.

On September 14, 2005, outstanding warrants were converted to 22,812 shares of
common stock under the non-cash conversion terms of the original agreement of
issue.

                               Share value  Vesting Date
                                        on
                               Measurement
                                      Date
        --------------------- ------------- ------------- -------------
               Common Shares                                38,322,198
                  Issued and
                 Outstanding
        --------------------- ------------- ------------- -------------
                 Unconverted
            Warrants Issued:
        --------------------- ------------- ------------- -------------
                     @ $0.34           .50                     321,000
                     @ $0.68           .50                     540,000
                     @ $1.36           .50                   7,740,000
                     @ $0.52           .65                     135,842
                     @ $1.00           .65                   1,137,020
                     @ $1.36           .65                   1,137,020

                    Subtotal                                11,010,882

             Options Issued:
        --------------------- ------------- ------------- -------------
                     @ $0.17           .23                     900,000
                     @ $0.20           .23                     100,000

                    Subtotal                                 1,000,000


             Awards of stock
               pending under
                  employment
                   contracts
        --------------------- ------------- ------------- -------------

                                       .60    07/23/2006        30,000
                                       .60    07/30/2006       300,000

                    Subtotal                                   330,000

                       Total                                50,663,080

<PAGE>


Pro-forma Stock-based Compensation Disclosure


The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." but applies accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related
interpretations in accounting for its plans. Stock issued under plans to
employees was issued at the value of the stock at the measurement date. All
options issued were immediately exercisable. Until 2004, options issued were
immediately exercised. Those options issued to employees that were not
immediately exercised remained outstanding at September 30, 2005 and are
summarized below:

<TABLE>
<CAPTION>


                                                 Weighted Average
                                                 Exercise Price
------------------------- ---------------------- ----------------------- ----------------------

<S>                       <C>
Options outstanding at    900,000
beginning of year

Granted during quarters        None              $0.17                   Exercisable on grant
1 & 2 &3                                                                 date

Exercised during               None              $0.17
quarters 1 & 2 & 3

Forfeited during               None
quarters 1 & 2 & 3

Outstanding at 9/30/2005  900,000                $0.17                   Exercisable on grant
                                                                         date

Options exercisable at    900,000                $0.17
quarter end, September
30, 2005


These options were issued at $0.06 below the share price on the measurement
date. Expense in the amount of $54,000 was included in selling, general and
administrative expenses for 2004 in the statement of operations. Because the
options were immediately available the intrinsic value and the fair value of the
options is calculated at the same $.23 per share.


A summary of the Company's stock option plans as of September 30, 2005 and
changes during the year is presented below:


                                                 Weighted Average
                                                 Exercise Price
------------------------- ---------------------- ----------------------- ----------------------

Options outstanding at    1,050,000              $.0179                  Exercisable on grant
beginning of year                                                        date

Granted during quarters          None
1 & 2 &3

Exercised during               50,000            $0.30
quarter 1

Exercised during                 None
quarters 2 & 3

Forfeited during                 None
quarters 1 & 2 & 3

Outstanding at 9/30/2005  1,000,000              $0.173                  Exercisable on grant
                                                                         date

Options exercisable at    1,000,000              $0.173
quarter end, September
30, 2005

Weighted average fair            None
value of options
granted during the year
</TABLE>

<PAGE>


5.  EQUITY IN NET ASSETS AND ADVANCES TO AFFILIATES

On August 26, 2005, Global together with BCI Aircraft Leasing, ("BCI"), formed a
joint venture Delaware limited liability company called Jetglobal, LLC. This is
a special purpose LLC formed to acquire and remarket commercial jet aircraft.
BCI will be primarily responsible for the marketing aspects of Jetglobal while
Global will be responsible for the technical, repair and maintenance aspects
associated with remarketing purchased aircraft. Global invested an initial
amount of $1,125,000 for a 30% membership interest and BCI invested an initial
amount of $2,625,000 for a 70% membership interest in Jetglobal. (See Form 8-K/A
filed September 9, 2005.)


6. TRADE ACCOUNTS RECEIVABLE

As of September 30, 2005, trade accounts receivable consisted of the following:

                                                September 30,      December 31,
                                                    2005               2004
                                                  Unaudited          Audited


Contracts in progress                             1,514,091        $ 1,961,319
Completed contracts                               6,248,940          2,858,045
                                                -----------        -----------

                                                $ 7,763,031        $ 4,819,364

Less: allowance for doubtful
accounts                                            (81,179)           (53,149)
                                                -----------        -----------

                                                $ 7,681,852        $ 4,766,215
                                                ===========        ===========


7. CONTRACTS IN PROGRESS

At September 30, 2005 costs and estimated earnings in excess of billings and
billings in excess of costs and estimated earnings on uncompleted contracts
consisted of the following:

                                                September 30,       December 31,
                                                     2005               2004
                                                  Unaudited           Audited

Costs incurred on uncompleted                    $   975,994        $ 1,161,109
contracts

Profit earned to date                                531,648            412,938
                                                 -----------        -----------

                                                   1,507,642        $ 1,574,047
   Less: Billings to date                         (1,944,068)        (2,855,203)

                                                 -----------        -----------

                                                 $  (436,426)       $(1,281,156)
                                                 ===========        ===========


Included in the accompanying balance sheet at September 30, 2005 and December
31, 2004 under the following caption:


    Billings in excess of costs and estimated earnings on uncompleted contracts.


                                                 September 30,      December 31,
                                                      2005              2004
                                                   Unaudited           Audited


Billings in excess from above                     $   436,426       $ 1,281,156

Time and materials, unbilled                                0          (314,918)
                                                  -----------       -----------

   NET                                            $   436,426       $   966,238
                                                  ===========       ===========


Billings in excess are the result of amounts due from customers under
contractual terms, which can be, in some cases, in advance of actual work
performed

<PAGE>


8.  INVENTORY

Inventories consisted of the following:


                                                 September 30,      December 31,
                                                     2005              2004
                                                  Unaudited           Audited


Maintenance Hardware                                 635,203          $  991,206
Parts for Resale                                   4,513,704           2,011,269
Aircraft & Engines                                   128,400             214,774
                                                  ----------          ----------


                                                  $5,277,307          $3,507,249
                                                  ==========          ==========


9. PROPERTY AND EQUIPMENT

                                                   September 30,    December 31,
                                                       2005               2004
                                                     Unaudited          Audited

Gross Asset Value
Land and improvements                               $   25,094        $   25,094
Buildings and improvements                             190,479           183,866
Vehicles                                                79,028            73,328
Computers and Software                                 291,437           289,561
Other office equipment                                  43,963            50,805
Machinery and equipment                              1,783,246         1,568,847
                                                    ----------        ----------

     Sub Total                                      $2,413,247        $2,191,501

Less accumulated depreciation                          915,473           559,367
                                                    ----------        ----------


Property and equipment, Net                         $1,497,774        $1,632,134
                                                    ==========        ==========

During 2004, depreciation expense was $325,966 and depreciation expense was
$356,104 during the 1st nine months of 2005.


10. SUBSEQUENT EVENTS

In October of 2005, it was agreed that the Company would contra receivables in
the amount of $1.668 million to satisfy a portion of the obligation arising from
the third quarter purchase of $3.4 million in inventory.

On October 31, 2005, the Company received notice that HAT customers Delta
Airlines and Northwest Airlines both filed a Petition for Reorganization under
Chapter 11 of Title 11 of the United States Bankruptcy Code. The outstanding
balance owed from Delta Airlines to HAT at September 30, 2005 was $3,099.00 and
the outstanding balance owed from Northwest Airlines to HAT was $940.00. HAT
will be filing a Proof of Claim with respect to both outstanding balances.

On October 14, 2005, HAT customer TransMeridian Airlines, Inc. filed a Petition
for Bankruptcy under Chapter 7 of the United States Bankruptcy Code. The
outstanding balance owed from TransMeridian to HAT was $25,916.71 on
September 30, 2005. HAT will be filing a Proof of Claim with respect to the
outstanding balance.

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


                           FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements and information relating
to Global Aircraft solutions, Inc. ("Global") and its wholly owned subsidiaries
Hamilton Aerospace Technologies Inc., "HAT", and World Jet Corporation, "World
Jet", that are based on the beliefs of our management as well as assumptions
made by and information currently available to our management. When used in this
report, the words "anticipate", "believe", "estimate", "expect", "intend",
"plan" and similar expressions, as they relate to Global, HAT, World Jet, or its
management, are intended to identify forward-looking statements. These
statements reflect management's current view of Global, HAT, and World Jet
concerning future events and are subject to certain risks, uncertainties and
assumptions, including among many others relating to our results of operations:
competitive factors, shifts in market demand, and other risks and uncertainties,
our ability to generate sufficient working capital to meet our operating
requirements and service our indebtedness, maintaining good working
relationships with our vendors and customers, our ability to attract and retain
qualified personnel, future terrorist-related activities, economic factors that
affect the aviation industry, changes in government regulation, increases in
fuel prices, and the overall economy.


                                     PART 1

The following discussion and analysis should be read in conjunction with the
information set forth under "Management's Discussion and Analysis of Financial
Condition and Results of Operations in our annual report on form 10-KSB for
2004. Global Aircraft Solutions, Inc. ("Global"), formerly Renegade Venture
(Nev.) Corporation, is a public company that trades in the U.S. over-the-counter
market. Our common stock is quoted on the OTC Bulletin board under the symbol
GACF. On May 2, 2002, Global acquired newly formed aviation company Hamilton
Aerospace Technologies, Inc., a Delaware corporation ("HAT") in a
stock-for-stock exchange. HAT was formed on April 5, 2002, to create a premier
provider of large aircraft maintenance, repair, overhaul and modification
("MRO") services to owners and operations of certain Transport Category
commercial jet aircraft. Its customers are all aircraft operators, including
passenger and cargo air carriers, and aircraft leasing companies. On July 25,
2004, Global acquired 100 percent of the common stock of World Jet Corporation
("World Jet"), a privately owned Nevada corporation. World Jet, incorporated in
1997, is an aviation parts sales company servicing aircraft operators, aircraft
leasing companies and MRO facilities. The acquisition of World Jet had an
effective transaction date of January 1, 2004 and the World Jet results of
operations are included in all quarters of calendar year 2004.

On August 26, 2005, Global together with BCI Aircraft Leasing, ("BCI"), formed a
joint venture Delaware limited liability company called Jetglobal, LLC. This is
a special purpose LLC formed to acquire and remarket commercial jet aircraft.
BCI will be primarily responsible for the marketing aspects of Jetglobal while
Global will be responsible for the technical, repair and maintenance aspects
associated with remarketing purchased aircraft. Global invested an initial
amount of $1,125,000 for a 30% membership interest and BCI invested an initial
amount of $2,625,000 for a 70% membership interest in Jetglobal. (See Form 8-K/A
filed September 9, 2005.)

Global's plan of operation for the immediate future includes seeking and
acquiring, if possible, aviation industry related businesses to complement its
HAT and World Jet subsidiaries. Additionally, the Company will seek to expand
HAT and World Jet by organic growth. The Company will also endeavor to grow the
aircraft trading segment of its business. Aircraft trading denotes the purchase
and resale or lease, for profit, of aircraft, aircraft engines, and /or other
aircraft major components. Aircraft trading specifically encompasses the
transactions representing approximately one-quarter of the Company's 2004 annual
income and it is the goal of the Company to increase the contribution of this
business segment. Global will not limit its search for business combination
candidates to any particular geographical area. Management of Global will seek
combination candidates in the United States and other countries, as available
time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to increase value
for Global's shareholders.

Company management has rejected a policy of growth for growth's sake in favor of
focusing on profitability and building a good reputation for the Company and its
subsidiaries by limiting contracts to those perceived to have a high probability
of success. This strategy is also beneficial to the Company's marketing efforts
in that a good track record of maintenance and modification contracts, delivered
successfully on-time and on-budget, is by far the most potent tool for securing
new work contracts; and expedited delivery of parts at a competitive price leads
to greater volume of parts sales. In managing its operations, the Company is
committed to continuously evaluating the adequacy of its management structure
and its existing systems and procedures; including its quality control,
financial, and internal controls systems. The Company is focused on maintaining
a small, but tightly knit and multi-tasking, highly experienced management team.

<PAGE>


In the United States, the Federal Aviation Administration (FAA) regulates the
manufacture, repair, overhaul and operation all aircraft and aircraft equipment
operated in the U.S. The FAA must certify each authorized repair station, and
certified facilities are issued an Air Agency Certificate. Each certificate
contains rating and limitations that specifically authorize the repair station
to only perform certain types of services on specific makes and models of
aircraft. Aircraft maintenance and modification is a highly regulated industry,
and a good working relationship with the FAA is essential to the successful
operation of an FAA-approved Repair Station such as HAT. The policy of HAT
management is to work closely and proactively with the FAA, which has resulted
in the very positive relationship needed to insure that when significant issues
do occasionally arise between HAT and the FAA they are addressed in a reasonable
and constructive nature.

World Jet is a seller/broker of aircraft parts which is not an operation or
activity which is regulated by the FAA or any other governing body or
governmental agency; however, any aircraft part sold by World Jet must be
accompanied by documentation verifying that such part is traceable to either an
FAA approved manufacturer, overhaul or repair facility, or an FAA certificated
operator. In furtherance of satisfying customers that World Jet does sell and
broker parts that are traceable to FAA certification, World Jet voluntarily
participates in the Airline Suppliers Association which requires an annual audit
of suppliers of aircraft parts to verify that such supplier maintains the proper
traceability documents, properly tags aircraft parts in support of such
traceability and maintains proper packaging and storage of aircraft parts. In
addition to the foregoing, World Jet also certifies to each customer that any
part or material sold was not involved in any incident and is not government
surplus.

HAT competes principally on the high quality of its services and its price
competitiveness due to its location in the Southwest. Location related benefits
include low labor rates; a dry, mild climate enabling HAT to do many MRO
projects outdoors; and low overhead. World Jet competes on price competitiveness
and expedited delivery of parts. World Jet has spent years acquiring inventories
at deep discounts and this inventory is the type HAT uses on a daily basis.
World Jet's customer base includes airlines, aircraft leasing companies and MRO
facilities. The large aircraft repair business and the aircraft parts sales
business are highly competitive. Revenues are sensitive to adverse changes in
the air carrier business, with factors such as airline profit levels, changes in
fuel costs, average fare levels, and passenger demand. The heavily regulated
airline industry, however, requires scheduled maintenance and repair services
irrespective of industry economics, thus providing a reasonably steady market
for HAT's and World Jet's services.


                  RECENT DEVELOPMENTS AFFECTING OUR OPERATIONS

The aerospace industry continues to display a state of dynamic tension and
change. Within the U.S. and abroad the major airlines or "legacy" carriers are
experiencing severe competitive pressure from existing and start up low cost
carriers that are not burdened by the higher operating costs and hub-and-spoke
structures found in most of the legacy carriers. Several legacy carriers have
recently filed to Chapter 11 protection and large scale restructuring within the
entire industry is likely to continue. Legacy carriers and low cost operators
alike are being severely negatively impacted by increased fuel prices and the
entire industry is susceptible to the impact of changes in fuel availability and
prices due to war, terrorism or political events. While the airline industry
has not experienced significant terrorist attacks since September 11, 2001, the
effect of the terrorist acts, the continued alerts by the U.S. Department of
Homeland Security and fears of new terrorist attacks could quite possibly
produce negative impact on the aviation industry. Also, since a significant
portion of Global's business involves emerging economies around the world, that
portion of the Company's business remains at risk from localized or regional
political or economic turmoil.

                              RESULTS OF OPERATIONS

As a holding company, the bulk of our day-to-day operations are currently and
were as of June 30,2005, conducted by our operating subsidiaries, HAT, which was
organized on April 5, 2002 and began operations on April 15, 2002, and World
Jet, which was acquired July 25, 2004, with an effective date of January 1,
2004. Management elected, beginning in 2005, to conduct our aircraft trading
operations under the parent company Global Aircraft Solutions, Inc.


OPERATING SEGMENTS

See Note 3 to the Condensed Consolidated Financial Statements for certain
segment and geographic financial data relating to our business. The Company has
divided its operations into the following reportable segments: Aircraft
maintenance, repair, and overhaul; aircraft trading (i.e. aircraft brokerage and
/or the purchase for resale or lease of aircraft and /or aircraft engines; and
part sales. All aircraft maintenance, repair and overhaul is performed at HAT.
Beginning January 1, 2005, all aircraft trading has been done through Global.
Prior to that date all aircraft trading transactions were handled through HAT.
Subsequent to its acquisition in January 2004, substantially all part sales were
done by the Company's wholly owned subsidiary, World Jet.

HAT operating revenues consist primarily of service revenues and sales of
materials consumed while providing services. World Jet revenues consist
primarily of sales of aircraft parts. Cost of sales consists primarily of labor
and materials, cost of parts and freight charges. Global revenues consist of
revenues derived from aircraft trading. Operating results have fluctuated in the
past and may fluctuate significantly in the future. Many factors affect our
operating results, including timing of repair orders and payments from large
customers, competition from other third-party MRO service providers, the state
of the aviation industry and the number of customers seeking services, the
impact of fixed pricing on gross margins and our ability to accurately project
our costs, our ability to obtain financing and other factors.

<PAGE>


Significant portions of our operating expenses, such as insurance, rent, debt
payments, certain salaries and such, are relatively fixed. Since we typically do
not obtain long-term commitments from our customers, we must anticipate the
future volume of orders based upon the historic patterns of our customers and
upon discussions with our customers as to their future requirements.
Cancellations, reductions or delays in orders by a customer or group of
customers could have a material adverse effect on our business, financial
condition and results of operations.

Operating revenue for the three and nine months ended September 30, 2005 was
$15,462,146 and $32,943,780, respectively. This operating revenue was nearly
twice the $8,112,082 and $16,698,987 that was earned during those periods in
2004. Aircraft trading contributed $12.675million to revenues in the first nine
months of 2005.

Gross profit for the first nine months of 2005 was $7,938,486 while gross profit
for the first nine months of 2004 was $4,888,448, a 62% increase. During the
first nine months of 2005, 48% of HAT's revenue came from its top five
customers, 62% of Word Jet's revenue, after intercompany eliminations, was
derived from its top 3 customers.

Company SG&A expenses were $876,193 for the first quarter of 2004, $822,399 for
the second quarter of 2004 and $1,827,738 for the third quarter of 2004 and as a
percentage of revenues were 20%, 19% and 23% respectively. The same periods in
2005 showed SG&A expenses of $1,628,734, $1,738,041 and $2,284,532 which were
19%, 21%, and 15% as a percentage of revenues. Management's continued efforts to
control costs remain a high priority.

Interest expense for the Company, during the first half of 2005, was $364,636
however, $154,368 of that amount was billed to a customer.

<PAGE>


The following tables depict our results of operations for the third quarter of
2005 and for the third quarter of 2004 on a stand-alone basis and on a
consolidated basis for Global, HAT and World Jet:

<TABLE>
<CAPTION>

3rd Quarter 2005
                                     Global               HAT              World Jet      Intercompany       Consolidated
                                   Stand-Alone         Stand-Alone        Stand-Alone     Eliminations

<S>                                 <C>                <C>                <C>                 <C>            <C>
Revenues                            8,680,000          4,226,592          3,245,789           690,235        15,462,146
  Less:  Cost of sales              6,861,538          3,736,561          2,312,666           690,235        12,220,530
  Less:  Expenses                   1,067,583            855,049           364,,475                           2,287,107
Pre-tax Operating Profit              750,879           (365,018)           568,648                             954,509
(Loss)

3rd Quarter 2004


                                     Global               HAT              World Jet      Intercompany       Consolidated
                                   Stand-Alone         Stand-Alone        Stand-Alone     Eliminations

Revenues                              165,968          6,576,013          1,893,902           523,801         8,112,082
  Less:  Cost of sales                 92,624          5,153,586          1,486,416           523,801         6,208,825
  Less:  Expenses                     694,927            338,107            232,162                           1,265,196
Pre-tax Operating Profit             (621,583)         1,084,320            175,324                             638,061
(Loss)
</TABLE>


The third quarter 2005 stand-alone results for HAT are considerably different
than the 2004 results for the same period. First, it should be pointed out that
during 2004 aircraft trading revenue was recorded by HAT rather than Global
($2.625 million revenue in third quarter of 2004). Second, during the third
quarter of 2005, there was one aircraft that approximately broke even on direct
cost and so consequently was a loss. The Company experiences a pattern of
month-to-month volatility stemming principally from the increasing amount of
aircraft trading the Company is succeeding in developing. Most, but not all of
our aircraft trading transactions contain an internal aircraft maintenance
budget for return to service work performed by HAT. Unlike third party
maintenance work where we attempt to achieve as large as possible profit margin
within HAT, on aircraft trading deals we often set very low in-house maintenance
budgets to encourage HAT to minimize its costs and thereby maximize the total
return to Global on the transaction. This practice has had the net result of
artifically increasing Global's aircraft trading profit margins to the detriment
of HAT's profit margins.

While Management has been aggressively doing its aircraft trading and aircraft
parts sale business, it still views HAT's aircraft maintenance segment as the
major generator of business opportunities for World Jet and Global. In order to
prevent further cannibalization of HAT's profit margins by Global's rapidly
growing aircraft trading business segment, Management has decided that moving
forward it makes more sense on the internal accounting basis for HAT to bill
Global on a cost-plus basis for all in-house aircraft trading maintenance work.
In that way, we can still maintain budgetary pressure on HAT for in-house work
but, as the aircraft trading transaction is in process, the numbers will more
accurately reflect the contribution of HAT to the total deal while also giving a
more realistic picture of the profitability of the trading side of the
transaction. This internal accounting change, together with the fact that HAT
has completed and delivered the one loss-generating maintenance contract that
adversely effected HAT's third quarter bottom line, should insure that HAT will
return to profitability in the fourth quarter. It should be noted however, that
to the extent that aircraft trading operations constitute a growing portion of
our business, there will tend to be increased 'lumpiness' in our financial
statements.


                         LIQUIDITY AND CAPITAL RESOURCES

Liquidity

On July 8, 2005 Global, HAT and World Jet closed on a transaction to increase
Global's Revolving Line of Credit with Global's existing bank to $2.5 million
with an interest rate of 3.5% per annum in excess of the applicable LIBOR rate
secured by a first priority lien on Global's, HAT's and World Jet's personal
property. The term of the line of credit expires on April 30, 2006 when the
entire unpaid principal balance and accrued and unpaid interest is due and
payable. While there are no required monthly installments, the Line of Credit is
based upon and limited by a borrowing base equal to the sum of 80% of all
eligible accounts receivable plus 50% all eligible inventory as defined in the
loan agreement up to a maximum of $2.5 million. See Form 8-K filed July 14,
2005. At September 30, 2005, the entire amount of this line of credit was
available to the Company with the exception of $128,000 which secured a letter
of credit required by TAA under the terms of the property lease covering the
premises used for HAT's operations.


On August 1, 2005 all monies due to factor were paid in full and the Company has
no plans of entering into any future factoring arrangements in the foreseeable
future.


Our ability to make payments of principal and interest on outstanding debt will
depend upon our future operating performance, which will be subject to economic,
financial, competitive and other factors, some of which are beyond our control.
Our ability to repay our indebtedness is dependent on several factors: our
continued ability to secure high profit margin jobs, more fully utilizing our
capacities, creating a higher bottom line and consequently more cash; and our
ability to establish revolving credit lines, which we can draw on as needed.

Significant changes in the Company's Balance Sheet for the quarter ended
September 30, 2005 were as follows:

         Total assets increased from $12,020,084 at June 30, 2005 to $24,522,807
         at September 30, 2005. Significant changes for the period were:

<PAGE>


              Cash on hand increased $3,080,032. On July 27, 2005, Global
              issued 7,200,000 shares of restricted common stock to Barron
              Partners, L.P. upon the exercise of warrants to purchases
              7,200.000 shares of restricted common stock of the Company at
              $0.68 per share representing a total warrant exercise price of
              $4,896,000. See Form 8-K filed 8/02/2005.

              Accounts receivable showed an increase of $2,749,367. (see Note 10
              in the Condensed Consolidated Financial Statements that are
              included in this filing.)

              Costs and expenses on uncompleted contracts in excess of billings
              decreased $337,388.

              The value of inventory increased $4,145,384 reflecting the
              purchase of the inventory previously held on consignment plus an
              MD-82 airframe for $3.4 million. Also two MD81 airframes were
              purchased for $680,000.

              The Company's third quarter Balance Sheet reflects the
              reclassification of $2,517,058 of Inventory, non-current.
              This is a substantial increase over the December 31, 2004
              reclassification of $212,500 and is largely due to the unsold
              World Jet inventory acquired as part of the World Jet purchase on
              January 1, 2004.

              Equity in net assets of and advances to affiliates, a new account
              in the third quarter, had a balance of $2,935,057 at September
              30, 2005. (see Note 5 in the Condensed Consolidated Financial
              Statements that are included in this filing.)

          During the third quarter of 2005, total liabilities increased from
          $4,558,483 at June 30, 2005 to $11,748,763 at September 30, 2005.

               Accounts Payable increased over the June 30, 2005 balance by
               $8,182,485.

               Due to factor decreased $895,320 as all obligations to factor
               were paid in full

               Notes payable decreased $654,253 due to the satisfaction of the
               M&I loan that the Company owed at June 30, 2005.

               Income taxes payable increased $202,732 reflecting a payment of
               $90,454 and the addition of estimated taxes generated in the
               third quarter of $293,256. This tax expense is based on the
               estimate that the Company's net operating loss carry forward has
               been used as a result of the Company's successive periods of
               profitability.
                  .

Cash


As of June 30, 2005 we had $3,220,391 in cash on hand and approximately
$7,681,582 in collectible receivables. Management believes that anticipated cash
flows will be adequate to sufficiently provide working capital. We cannot assure
you that financing alternatives will be available to us in the future to support
our working capital requirements.


                CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

Financial Reporting Release No. 60 of the SEC encourages all companies to
include a discussion of critical accounting policies or methods used in the
preparation of the financial statements. Our consolidated financial statements
filed as part of this annual report include a summary of the significant
accounting policies and methods used in the preparation of our consolidated
financial statements.


REVENUE RECOGNITION. We recognize revenues related to engine overhaul services
when we ship the overhauled engine. Revenues from fixed-fee contracts for MRO
sales are recognized on the percentage-of-completion method, measured by the
cost-to-cost method, commencing when progress reaches a point where experience
is sufficient to estimate final results with reasonable accuracy. Revision in
cost and labor hour estimates and recognition of losses on these contracts are
reflected in the accounting period in which the facts become known. Revenues
from time and material contracts are recognized as the services are performed.
Revenues from part sales are recognized when parts are shipped.

<PAGE>


USE OF ESTIMATES. Management's Discussion and Analysis of Financial Condition or
Plan of Operation is based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of our financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and the related disclosure of
contingent assets and liabilities. Management evaluates these estimates on an
on-going basis, including those related to estimated losses on disposal of
discontinued operations, the allowance to reduce inventory to the lower of cost
or net realizable value, the estimated profit recognized as aircraft
maintenance, design and construction services are performed, the allowance for
doubtful accounts and notes receivable, future cash flows in support of long
lived assets, medical benefit accruals, and the estimated fair values of
facilities under capital leases. Management bases its estimates on historical
experience and on various other assumptions that they believe are reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions and conditions.


ITEM 3. CONTROLS AND PROCEDURES

(a) Within 90 days of filing this report on Form 10-QSB (the "Evaluation Date"),
our Chief Financial Officer and Chief Executive Officer, together with HAT's
President and Principal Financial and Accounting Officer, evaluated our
disclosure controls and procedures, as defined in Rules 13a-14(c) and 15d-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Based on that evaluation, these officers have concluded that as of the
Evaluation Date, our disclosure controls and procedures were effective in timely
alerting them to material information relating to our company (including our
consolidated subsidiaries) required to be included in our reports filed or
submitted by us under the Exchange Act.

(b) There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation.


                           PART II. OTHER INFORMATION


ITEM 5. OTHER ITEMS

None


ITEM 6. EXHIBITS


(a)      Exhibits


31.1          Certification of Principal Executive Officer, Mr. Ian Herman

31.2          Certification of President and Chief Operating Officer,
              Mr. John B. Sawyer

31.3          Certification of Principal Financial Officer, Ms. Patricia Graham

32.1          Certification of Mr. Ian M. Herman, Chief Executive Officer and
              Chief Financial Officer

<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized individual.



Date: November 23, 2005


                                           GLOBAL AIRCRAFT SOLUTIONS, INC.


                                           By:  /s/  Ian Herman
                                               ---------------------------------
                                               Ian Herman,
                                               Chief Executive Officer
                                               And Chief FinancialOfficer