UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-Q

Quarterly Report Pursuant to
Section 13 or 15(d) ofthe Securities Exchange Act of 1934For Quarter ended March 31, 2007 Commission File No. 0-28575

GLOBAL
AIRCRAFT SOLUTIONS, INC.(Exact name of issuer as specified in its charter)

|NEVADA                          | 84-1108499
|------------------------------- | ----------
|(State or other jurisdiction of |           
|incorporation or organization)  |           
|                                |           

|                                         | 
|---------------------------------------- | 
|6901 South Park Avenue                   | 
|Tucson, Arizona 85706                    | 
|Mail:   P.O. Box 23009                   | 
|Tucson, Arizona 85706                    | 
|(Address of Principal Executive Offices) | 
|                                         | 

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 [   ]

Indicate
by check mark whether the registrant is an accelerated filer (as defined in rule
126-2 of the Exchange Act).

Yes [   ] No [ x ]

The
number of shares outstanding of each of the Registrants classes of common
equity, as of March 31, 2007 are as follows:

|                              | 
|----------------------------- | 
|                              | 
|Class of Securities           | 
|Common Stock, $.001 par value | 
|                              | 
|                              | 



---

INDEX

PART I.   
FINANCIAL INFORMATION

Item 1.   
Financial Information.

|                                                                     | 
|-------------------------------------------------------------------- | 
|Condensed Consolidated Balance Sheets:                               | 
|                                                                     | 
|As of March 31, 2007 (unaudited) and December 31, 2006               | 
|(audited)                                                            | 
|                                                                     | 
|Condensed Consolidated Statements of Operations:                     | 
|                                                                     | 
|For the three months ended March 31, 2007 and                        | 
|2006 (unaudited)                                                     | 
|                                                                     | 
|Consolidated Statement of Changes in Stockholders' Equity:           | 
|                                                                     | 
|For the year ended December 31, 2006 (audited) and three months      | 
|ended March 31, 2007 (unaudited)                                     | 
|                                                                     | 
|Consolidated Statements of Cash Flows:                               | 
|                                                                     | 
|For the three-month periods ended March 31, 2007 and 2006            | 
|(unaudited)                                                          | 
|                                                                     | 
|Notes to Condensed Consolidated Financial Statements (unaudited)     | 
|                                                                     | 
|                                                                     | 
|Item 2.  Management's Discussion and Analysis of Financial Condition | 
|and Results of Operation                                             | 
|                                                                     | 
|Item 3.  Quantitative and Qualitative Disclosure about Market Risk   | 
|                                                                     | 
|Item 4.  Controls and Procedures                                     | 
|                                                                     | 
|                                                                     | 
|PART II. OTHER INFORMATION                                           | 
|                                                                     | 
|                                                                     | 
|Item 5. Other Information                                            | 
|                                                                     | 
|Item 6. Exhibits                                                     | 
|                                                                     | 
|Signatures                                                           | 
|                                                                     | 
|Certifications                                                       | 
|                                                                     | 

2



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ITEM 1.   
FINANCIAL STATEMENTS.

GLOBAL
AIRCRAFT SOLUTIONS, INC.  Condensed Consolidated Balance Sheets  March 31, 2007 and
December 31, 2006

ASSETS

|                                                   | 2007(unaudited) | 2006             
|-------------------------------------------------- | --------------- | -----------------
|CURRENT ASSETS                                     |                 |                  
|Cash and cash equivalents                          |                 | $          14,753
|Accounts receivable                                |                 | 8,589,495        
|Note receivable                                    |                 | 343,995          
|Due from equity investee partner                   |                 | 3,952,914        
|Inventory, net of allowance for slow-moving        |                 |                  
|and obsolete  inventory                            |                 | 7,672,797        
|Restricted funds                                   |                 | 65,500           
|Deferred income taxes                              |                 | 299,508          
|Other current assets                               |                 | 107,535          
|                                                   |                 |                  
|                                                   |                 |                  
|TOTAL CURRENT ASSETS                               |                 | 21,046,497       
|                                                   |                 |                  
|Property, plant and equipment                      |                 | 1,392,088        
|Equity in net assets of and advances to affiliates |                 | 6,277,867        
|Goodwill                                           |                 | 38,992           
|Other assets                                       |                 | 126,087          
|                                                   |                 |                  
|                                                   |                 |                  
|TOTAL ASSETS                                       |                 | $   28,881,531   
|                                                   |                 |                  
|                                                   |                 |                  

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

3



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GLOBAL
AIRCRAFT SOLUTIONS, INC.Condensed Consolidated Balance SheetsMarch 31, 2007 and December 31, 2006

LIABILITIES
AND STOCKHOLDERS EQUITY

|                                                             | 2007(unaudited) | 2006           
|------------------------------------------------------------ | --------------- | ---------------
|CURRENT LIABILITIES                                          |                 |                
|Notes payable  short term                                   |                 | $     4,996,116
|Note payable  related party                                 |                 | 168,287        
|Accounts payable  trade                                     |                 | 4,011,267      
|Customer deposits                                            |                 | 265,365        
|Billings in excess of costs and estimated                    |                 |                
|earnings on contracts in progress                            |                 | 1,380,505      
|Accrued liabilities                                          |                 | 380,156        
|Income taxes payable                                         |                 | 915,800        
|Current maturities  capital leases                          |                 | 57,748         
|                                                             |                 |                
|                                                             |                 |                
|TOTAL CURRENT LIABILITIES                                    |                 | 12,175,244     
|                                                             |                 |                
|LONG-TERM LIABILITIES                                        |                 |                
|                                                             |                 |                
|Capitalized lease obligations                                |                 | 214,781        
|Deferred tax liability                                       |                 | 344,027        
|                                                             |                 |                
|                                                             |                 |                
|TOTAL LONG-TERM LIABILITIES                                  |                 | 558,808        
|                                                             |                 |                
|                                                             |                 |                
|TOTAL LIABILITIES                                            |                 | 12,734,052     
|                                                             |                 |                
|                                                             |                 |                
|                                                             |                 |                
|STOCKHOLDERS' EQUITY                                         |                 |                
|Common stock, $.001 par value, 100,000,000 shares authorized |                 |                
|40,026,301 and 39,967,807  shares issued 2007 and 2006       |                 |                
|and 39,646,301 and 39,587,807 shares outstanding 2007        |                 |                
|and 2006                                                     |                 | 40,025         
|Additional paid-in capital                                   |                 | 12,781,563     
|Contributed capital                                          |                 | 620,289        
|Retained earnings                                            |                 | 2,705,602      
|                                                             |                 |                
|                                                             |                 |                
|TOTAL STOCKHOLDERS' EQUITY                                   |                 | 16,147,479     
|                                                             |                 |                
|                                                             |                 |                
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   |                 | $   28,881,531 
|                                                             |                 |                
|                                                             |                 |                

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

4



---

GLOBAL
AIRCRAFT SOLUTIONS, INC.

Condensed
Consolidated Statements of OperationsFor
the Three Months ended March 31, 2007 and 2006(unaudited)

|                                                           | Three MonthsEnded March 31,2007 | Three MonthsEnded March 31,2006
|---------------------------------------------------------- | ------------------------------- | -------------------------------
|Net sales                                                  |                                 | $ 6,279,000                    
|Cost of sales                                              |                                 | (4,125,958                     
|Discounts taken                                            |                                 | (50,000                        
|                                                           |                                 |                                
|                                                           |                                 |                                
|Gross profit                                               |                                 | 2,103,042                      
|                                                           |                                 |                                
|Selling, general and administrative expense                |                                 | (1,599,485                     
|                                                           |                                 |                                
|                                                           |                                 |                                
|Gain from operations                                       |                                 | 503,557                        
|                                                           |                                 |                                
|Other income (expense):                                    |                                 |                                
|Interest income                                            |                                 | 6,443                          
|Interest expense                                           |                                 | (131,600                       
|Legal settlement                                           |                                 | (100,000                       
|Miscellaneous income                                       |                                 | 21,999                         
|Equity in income (loss) of unconsolidated affiliates       |                                 | 214,800                        
|                                                           |                                 |                                
|                                                           |                                 |                                
|Net profit, Before taxes                                   |                                 | 515,199                        
|Estimated taxes, State and Federal                         |                                 | (180,334                       
|                                                           |                                 |                                
|                                                           |                                 |                                
|Net profit, After taxes                                    |                                 | $        334,865               
|                                                           |                                 |                                
|                                                           |                                 |                                
|Net profit per share, Basic 2007 1stQtr 39,624,241 shares; |                                 |                                
|2006 1st Qtr 38,646,326 shares                             |                                 | $              0.01            
|Net profit per share, diluted 2007                         |                                 |                                
|1st Qtr 40,938,253 shares; 2006                            |                                 |                                
|1st Qtr 41,596,366 shares                                  |                                 | $              0.01            
|                                                           |                                 |                                
|                                                           |                                 |                                

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

5



---

---

GLOBAL
AIRCRAFT SOLUTIONS, INC.Consolidated
Statement of Changes in Stockholders EquityFor the
Year Ended December 31, 2006 (unaudited) and the Three Months Ended March 31, 2007(unaudited)

|                          | Shares | $          | AdditionalPaid-inCapital$ | ContributedCapital$ | AccumulatedEarnings/Deficit$ | StockholderEquity$
|------------------------- | ------ | ---------- | ------------------------- | ------------------- | ---------------------------- | ------------------
|                          |        |            |                           |                     |                              |                   
|BalanceDecember 31, 2005  |        | 38,618,215 |                           | 38,998              |                              | 11,824,683        
|                          |        |            |                           |                     |                              |                   
|Exercise of               |        |            |                           |                     |                              |                   
|warrants                  |        | 387,092    |                           | 387                 |                              | 95,767            
|                          |        |            |                           |                     |                              |                   
|Share-based               |        |            |                           |                     |                              |                   
|payments to               |        |            |                           |                     |                              |                   
|directors                 |        | 30,000     |                           | 30                  |                              | 73,470            
|                          |        |            |                           |                     |                              |                   
|Stock issued to           |        |            |                           |                     |                              |                   
|employees for             |        |            |                           |                     |                              |                   
|compensation              |        | 552,500    |                           | 552                 |                              | 581,214           
|                          |        |            |                           |                     |                              |                   
|Tax effects of            |        |            |                           |                     |                              |                   
|share-based               |        |            |                           |                     |                              |                   
|payments                  |        |            |                           |                     |                              | 148,079           
|                          |        |            |                           |                     |                              |                   
|Net income                |        |            |                           |                     |                              |                   
|                          |        |            |                           |                     |                              |                   
|Balance December 31, 2006 |        | 39,587,807 |                           | 39,967              |                              | 12,723,213        
|                          |        |            |                           |                     |                              |                   
|                          |        |            |                           |                     |                              |                   
|Exercise of               |        |            |                           |                     |                              |                   
|warrants,                 |        |            |                           |                     |                              |                   
|(non-cash)                |        | 48,494     |                           | 48                  |                              | (48               
|                          |        |            |                           |                     |                              |                   
|Vesting of stock          |        |            |                           |                     |                              |                   
|based compensation        |        |            |                           |                     |                              |                   
|to employees              |        |            |                           |                     |                              | 50,703            
|                          |        |            |                           |                     |                              |                   
|Share-based               |        |            |                           |                     |                              |                   
|payments to               |        |            |                           |                     |                              |                   
|directors                 |        | 10,000     |                           | 10                  |                              | 7,695             
|                          |        |            |                           |                     |                              |                   
|Net income                |        |            |                           |                     |                              |                   
|                          |        |            |                           |                     |                              |                   
|Balance March 31, 2007    |        | 39,646,301 |                           | 40,025              |                              | 12,781,563        
|                          |        |            |                           |                     |                              |                   
|                          |        |            |                           |                     |                              |                   

6



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GLOBAL
AIRCRAFT SOLUTIONS, INC.  Condensed Consolidated Statements of Cash Flows  For the Three
Months ended March 31, 2007 and 2006  (unaudited)

|                                                     | 2007 | 2006         
|---------------------------------------------------- | ---- | -------------
|Cash flows from operating activities:                |      | $    334,865 
|Net Profit                                           |      |              
|                                                     |      |              
|Adjustments to reconcile net profit to net cash      |      |              
|provided (used) by operating activities:             |      |              
|Depreciation                                         |      | 150,173      
|Amortization                                         |      |              
|Allowance for Doubtful Accounts                      |      |              
|Share of affiliate net Income                        |      | (214,800     
|Customer deposits forfeited                          |      | (50,000      
|Stock based compensation expense                     |      | 58,408       
|                                                     |      |              
|Changes in Assets and Liabilities:                   |      |              
|Accounts receivable                                  |      | (1,397,086   
|Prepaid expenses                                     |      | 83,579       
|Costs and estimated earnings in excess of            |      |              
|Billings on contracts in progress                    |      | (984,067     
|Inventory                                            |      | 179,894      
|Restricted Funds                                     |      |              
|Deposits                                             |      | (43,853      
|Other non-current assets                             |      |              
|Accounts payable-trade                               |      | (718,410     
|Accounts payable-related party                       |      |              
|Due to factor                                        |      |              
|Customer deposits                                    |      | 156,108      
|Billings in excess of cost and estimated             |      |              
|Earnings on contracts in progress                    |      | 1,156,459    
|Income tax payable                                   |      | 180,334      
|Accrued liabilities                                  |      | (113,248     
|                                                     |      |              
|                                                     |      |              
|Net cash provided by/(used for) operating activities |      | (237,578     
|                                                     |      |              
|                                                     |      |              
|Cash flows from investing activities:                |      |              
|Purchase of property, plant and equipment            |      | (9,869       
|Notes receivable                                     |      | 116,672      
|Non-consolidated affiliate                           |      |              
|(Investment)/receipt                                 |      |              
|                                                     |      |              
|                                                     |      |              
|Net cash used for investing activities               |      | 106,803      
|                                                     |      |              
|                                                     |      |              
|Cash flows from financing activities:                |      |              
|Proceeds from issuance of common stock               |      |              
|Proceeds from bank loans                             |      | 57,603       
|Repayment of bank loans                              |      |              
|Payments on capital lease obligations                |      | (16,939      
|Proceeds for note payable - related party            |      | 200,000      
|Payments on Notes payable                            |      | (194,768     
|Other financing activities, net                      |      | (4,808       
|                                                     |      |              
|                                                     |      |              
|Net cash provided by financing activities            |      | 41,088       
|                                                     |      |              
|                                                     |      |              
|Net increase in cash and cash equivalents            |      | (89,687      
|                                                     |      |              
|Cash and cash equivalents at beginning of period     |      | 104,440      
|                                                     |      |              
|                                                     |      |              
|Cash and cash equivalents at end of period           |      | $      14,753
|                                                     |      |              
|                                                     |      |              

Interest
paid for the three  months  ended March 31, 2007 was  $126,657.  Interest  paid for the
three months ended March 31, 2006 was  $64,115.

Taxes paid
during the three months ended March 31, 2007 were $0.  Taxes paid during the three months
March 31, 2006 were $0.

During the
three months ended March 31, 2007 assets acquired under capital lease agreements were
$11,355. During the three  months ended March 31, 2006 $0 assets were acquired under
capital leases.

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

7



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GLOBAL
AIRCRAFT SOLUTIONS, INC.  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31,
2007

1.   BASIS OF
PRESENTATION AND PRINCIPLES OF CONSOLIDATION

These
consolidated financial statements include the accounts of Global Aircraft Solutions,
Inc., formerly Renegade Venture (NEV.)  Corporation  and its wholly owned subsidiaries,
Hamilton Aerospace Technologies, Inc. (HAT) and Johnstone Softmachine
Corporation  (Johnstone), and World Jet Corporation (World Jet),
collectively, the Company.  HAT and Johnstone were acquired by Global on May
2, 2002.  For accounting purposes, the transaction has been treated as an acquisition of
Global, formerly Renegade Venture (NEV.)  Corporation by HAT and as a recapitalization of
Global, formerly Renegade Venture (NEV.) Corporation.  The acquisition of 100% of  World
Jet, Inc. was finalized on July 15, 2003, with an effective date of January 1, 2003.  As
such, the financial statements reflect  the accounting activity of HAT since its
inception date of April 5, 2002 and of World Jet since January 1, 2004.  Johnstone is
currently inactive.

All material
transactions and accounts with the subsidiaries have been eliminated from the
consolidated financial statements.

Management has
decided to transfer its ownership interest in JetGlobal, LLC, an entity in which the
company has a 30% ownership interest, to the other partner  JetGlobal, LLC, BCI Aircraft
Leasing, in consideration for aircraft inventory and a trailing interest in certain
claims of JetGlobal against third parties. A final agreement  and settlement had not been
reached between the parties at March 31, 2007. The parties did execute a final agreement
and settlement on April 20, 2007 (see Note 16, Subsequent Events). The terms of the final
agreement  with BCI did not result in any impairment to the Company, but final
determination of the effect on operating  results will be determined in the second
quarter 2007, when it is expected the Company will have the results  of JetGlobals
Delta Airlines bankruptcy claim.

2.   
ORGANIZATIONS AND NATURE OF OPERATIONS

On March 13,
2007, the Company announced that they have acquired a 20% ownership interest in, and
entered into an exclusive service  agreement with, Global Aircraft Leasing Partners
("GALP").  GALP is a start-up aircraft-leasing venture formed to acquire
aircraft,  through a combination of debt and equity financing, and lease these commercial
jet aircraft to operators throughout the world. GACF  and GALP have entered into a
strategic alliance wherein Global will acquire a 20% interest in GALP in exchange for a
capital  contribution of $20,000, together with infrastructure, industry expertise,
management assistance, and other non-monetary  contributions. Global will specifically
not be required to invest capital in aircraft acquired by GALP. Other members of GALP
will  include equity funding specialists and aircraft leasing professionals. Global and
GALP have also agreed that Global will have first  right of refusal for all aircraft
maintenance, aircraft parts and technical consulting requirements that GALP may have as a
result of  its aircraft acquisition and leasing activities. There were no material operations,
assets or liabilities in GALP at 3/31/07.

8



---

3.   SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

Financial
Statements

The
accompanying Condensed  Consolidated Balance Sheet as of March 31, 2007, the Condensed
Consolidated Statements  of Operations for the three months ended March 31, 2007 and 2006
and the Condensed  Consolidated  Statements of Cash Flows for the three months ended
March 31, 2007 and 2006, and related notes, have been prepared by the  Company without
audit. These  condensed consolidated financial  statements have  been prepared pursuant
to the rules  and regulations of the Securities  and Exchange Commission.  Accordingly
certain  information and footnote disclosures  normally included in financial statements
prepared  in accordance with accounting  principles generally accepted in the United
States have  been  condensed or omitted  pursuant to such rules and regulations.  The
Condensed  Consolidated Balance  Sheet at  December 31, 2006 was  derived from audited
financial  statements. In the opinion of the Company, the  accompanying  financial
statements  contain all adjustments (consisting of only normal recurring  accruals)
necessary to  present fairly the financial position of the Company as of March  31, 2007
and December  31, 2006,  the results of operations for the three months ended,  March 31,
2007, and  2006 and cash flows for the three  months ended March 31, 2007 and  2006.

Cash and
Cash Equivalents

We consider
cash and investments in securities with maturities at the date of purchase of three
months or less to be cash and cash  equivalents.

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 were material to the financial statements in 2006.  During  2006, the Company
had bad debt expense of $338,000.  The Company believes its allowance at March 31, 2007
is adequate based upon  review of our outstanding accounts receivable at March 31, 2007.
The allowance for doubtful accounts was $473,317 at December 31, 2006 and March 31, 2007.
The Company recorded $0 in bad debt expense for the quarter ending March 31, 2007.

At March 31,
2007, the Company had a receivable of $590,000, for which the Company has reserved
$285,000, from a customer that has  filed for reorganization under Chapter 11 of the
Bankruptcy Code.  Management believes that it has a substantial position in the
bankruptcy proceeding and that the Company has adequate collateral, which it will take as
payment for this receivable.

Inventory

Inventories are
stated at the lower of cost (first-in, first-out) or market.  Inventories include new,
used parts and parts stripped  from aircraft.  These inventory items are initially
carried at original cost basis determined on the pro-rata fair value of the  individual
parts based on market or catalog pricing.  Inventory items held for over one year are no
longer classified as inventory,  non-current.  All aircraft parts inventory
are grouped as Inventory, net of allowance for slow moving and obsolete inventory and
accounted under Current Assets category. This is based on standard aviation
industry practice of showing all aircraft parts under a  single line item of inventory.
Aircraft parts typically have more than one year of life.  Rotable parts have the same
life as the  aircraft.  Repairable parts can be repaired several times over the life of
the aircraft and installed on the aircraft.  This is a  reclassification to conform with
what we now believe is more appropriate.  This change will not impact the current quarter
results or  past results of the company.  However in the future when the allowance for
slow moving and obsolete inventory is provided for, the  allowance will be a considered
as an expense for the company.

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 using 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 at our HAT
subsidiary is five years.  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 charged to expense as incurred. Betterments or renewals are capitalized when
incurred.

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 form 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 obsolesce, demand,  competition, and other economic factors.

Revenue and
Cost Recognition

Revenues from
fixed-fee contracts or portions of contracts for MRO sales are recognized by employing
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, or is cleared to  depart, our
facility. Revision in cost and labor hour estimates and recognition of losses, if any, 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 December 31, 2006 and March 31, 2007 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, errors in specifications or
designs, contract  termination,  change orders in dispute or unapproved as to both scope
and price, or other causes of  unanticipated additional costs.

9



---

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.
Revenue from aircraft sales is recognized when the customer accepts delivery  of the
aircraft and/or when title is transferred.

Earnings 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.  Reconciliation of EPS for the first quarter, ended March
31 of 2007 and 2006 are as  follows:

|                                        | For the Quarter ended March 31, 2007 |          | 
|--------------------------------------- | ------------------------------------ | -------- | 
|
|Net Income (Loss)                       |                                      | $334,865 | 
|Basic EPS                               |                                      |          | 
|Income available to common stockholders |                                      | $334,865 | 
|                                        |                                      |          | 
|Warrants                                |                                      |          | 
|Options                                 |                                      |          | 
|Unvested employment agreement shares    |                                      |          | 
|Diluted EPS                             |                                      |          | 
|Income available to common stockholders |                                      | $334,865 | 
|+ assumed conversions                   |                                      |          | 
|                                        |                                      |          | 

|                                        | For the Quarter ended March 31, 2006 |            | 
|--------------------------------------- | ------------------------------------ | ---------- | 
|
|Net Income                              |                                      | $1,123,401 | 
|Basic EPS                               |                                      |            | 
|Income available to common stockholders |                                      | $1,123,401 | 
|                                        |                                      |            | 
|Warrants                                |                                      |            | 
|Options                                 |                                      |            | 
|Diluted EPS                             |                                      |            | 
|Income available to common stockholders |                                      | $1,123,401 | 
|+ assumed conversions                   |                                      |            | 
|                                        |                                      |            | 

Equity in
Net Assets and Advances to Affiliates

The  investment
in a 30% interest in JetGobal, LLC is accounted for using the equity  method since the
Company does not control JetGlobal, LLC, but over which it does  exert significant
influence. The investment in a 20% interest in GALP is also accounted  for using the
equity method for similar reasons. 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 would be recorded
to estimated fair value.

All
significant intercompany profits and balances have been eliminated.

Intangible
Assets

The
amounts assigned to Customer List and Agreement with Vendor are recorded at the
value assigned when they were acquired in a business purchase. The amounts were
being amortized over three years using the straight-line method. The Company
assesses the ongoing recoverability of intangible assets subject to amortization
by determining whether the intangible asset balance can be recovered over the
remaining amortization period through projected undiscounted future cash flows.
If projected future cash flows indicate that the unamortized intangible asset
balances will not be recovered, an adjustment is made to reduce the net
intangible asset to an amount consistent with projected future cash flows
discounted at the Companys incremental borrowing rate.

Amortizable
intangibles were fully expensed at December 31, 2006.

10



---

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 of 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 goodwill exceeds its implied
fair value.

Income Taxes

Deferred  taxes
are provided on temporary differences between the tax basis of assets and  liabilities
for financial reporting purposes and income tax purposes. The  valuation allowance
reduces deferred tax assets to an amount that represents the  Companys best
estimate of the amount of such deferred tax assets that,  more likely than not, will be
realized.Effective January 1, 2007, the  Company adopted the provisions of the
Financial Accounting Standards Board  (FASB) Interpretation No. 48, Accounting
for Uncertainty in  Income Taxes  an interpretation of FASB Statement No. 109 (FIN
48). There were no unrecognized tax benefits as of January 1, 2007 and as  of March
31, 2007. FIN 48 prescribes a recognition threshold and a measurement  attribute for the
financial statement recognition and measurement of tax  positions taken or expected to be
taken in a tax return. For those benefits to  be recognized, a tax position must be
more-likely-than-not to be sustained upon  examination by taxing authorities. The Company
recognizes accrued interest and  penalties related to unrecognized tax benefits as income
tax expense. No amounts  were accrued for the payment of interest and penalties at
January 1, 2007. Accrued penalties and interest were $40,311 at January 1, 2007 and March
31, 2007. There  was no change to this balance at March 31, 2007. Management is currently
unaware  of any  issues under review that could result in significant payments, accruals
or material  deviations from its position. The adoption of the provisions of FIN  48 did
not have a  material impact on the Companys financial position,  results of
operations and cash  flows.

The Company
adopted the provisions of FIN 48 on January 1, 2007. As a result of the adoption of FIN
48, the  Company has not recognized any change to the January 1, 2007 balance in retained
earnings. At January 1, 2007  and March 31, 2007 the Company had no unrecognized tax
benefits that, if recognized would affect the Companys  effective income tax rate
in future periods.

The Company is
subject to taxation in the U.S. and various state jurisdiction. The Companys tax
years 2002  and forward are subject to examination by the U.S. and state tax authorities.

Recently
Issued Accounting Pronouncements

In
February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
Financial Instruments  an amendment of SFAS No. 133 and 140. This
Statement simplifies accounting for certain hybrid financial instruments,
eliminates the interim guidance in Statement 33 Implementation Issue No. D1,
Application of Statement 133 to Beneficial Interest in Securitized
Financial Assets, and eliminates a restriction of the passive derivative
instruments that a qualifying special-purpose entity may hold. The Statement is
effective for fiscal years beginning after September 15, 2006. The adoption of
this Statement did not have a material impact on the Companys consolidated
financial statements.

In
June 2006, FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes. This interpretation clarifies the accounting for uncertainty
in income taxes recognized by prescribing a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. The Interpretation
also provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods and disclosure. The Interpretation is effective
for fiscal years beginning after December 15, 2006. The Company has completed
evaluation of its tax filings and believes that no liability need be established
for uncertain tax positions. The adoption of FIN 48 did not have a material
impact on the Companys financial position, results of operations and cash
flows.

In
September 2006, FASB issued SFAS No. 157, Fair Value Measurements.
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP) and expands disclosures
about fair value measurements. The Statement does not require any new fair value
measurements but could change the current practice in measuring current fair
value measurements. The Statement is effective for fiscal years beginning after
November 15, 2007. The Company does not anticipate that the adoption of this
Statement will have a material impact on the Companys consolidated
financial statements.

In
September 2006, the FASB issued SFAS No. 158, Employers Accounting
for Defined Benefit Pension and Other Postretirement Plans  an amendment
of FASB Statements No. 87, 88, 106, and 132 (R). This pronouncement
requires an employer to make certain recognitions, measurements, and disclosures
regarding defined benefit postretirement plans. The Company does not have any
defined benefit postretirement plans, and SFAS No. 158 will not have any impact
on its financial condition and results of operations.

In
September 2006, the Securities and Exchange Commission issued Staff Accounting
Bulletin No 108, Considering the Effects of Prior Year Misstatements in
Current Year Financial Statements (SAB 108). SAB 108 provides
guidance on consideration of the effects of prior year misstatements in
quantifying current year misstatements for the purpose of a materiality
assessment. SAB 108 is effective for fiscal years ending after November 15,
2006. The adoption of SAB 108 did not have an impact on the Companys
consolidated financial statements.

In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities (SFAS 159) which permits
entities to choose to measure many financial instruments and certain other items
at fair value that are not currently required to be measured at fair value. SFAS
159 will be effective for us on January 1, 2008. The Company is currently
evaluating the impact of adopting SFAS 159 on the Companys financial
position, cash flows, and results of operations.

Stock-Based
Compensation

During
the first quarter of 2007, there were options for 10,000 shares, at an option
price of $1.05, granted. The options are good for a term of five years and were
immediately vested. Using the Black Scholes Model with the monthly stock-prices
as variable from May 2002, the call option value of these options were
calculated to be $.77. $7,706 was expensed during the first quarter of 2007
relative to these options. In connection with the adoption of SFAS123R we
assessed our valuation technique and related assumptions. Consistent with the
provisions of SFAS 123R, Staff Accounting Bulletin #107 (SAB 107), we estimated
the fair value of stock option on the date of grant using the Black Scholes
Options Valuation Model and the following assumptions: Risk free interest rate
of 4.76%, Expected life of 2.5 years, Dividend rate of 0% and expected
volatility of 128.79%.

11



---

Effective
January 1, 2006, the Company adopted Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which
requires the Company to measure the cost of employee services received in
exchange for all equity awards granted including stock options based on the fair
market value of the award as of the grant date. SFAS 123R supersedes Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123) and Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees (APB 25). The Company
has adopted SFAS 123R using the modified prospective method. Accordingly, prior
period amounts have not been restated. Under the modified prospective method,
stock options awards that are granted, modified or settled after December 31,
2005 will be valued at fair value in accordance with provisions of SFAS 123R and
recognized on a straight line basis over the service period of the entire award.
At December 31, 2005, all outstanding stock options were fully vested.

Fair Value
of Financial Instruments

The
carrying values of cash and cash equivalents, accounts receivable, notes
receivable and accounts payable and notes payable approximate fair values due to
the short-term maturities of these instruments. The fair value of notes payable
approximates the carrying value because of the current market value interest
rates applied to those obligations. The fair value of capital leases
approximates the carrying value of these instruments because the terms are
similar to those in the marketplace under which they could be replaced.

4.   SEGMENT
INFORMATION

The
company has divided its operations into the following reportable segments:
Aircraft maintenance, repair, and overhaul; Aircraft brokerage; and Part sales.
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.

Selected
information by business segment is presented in the following tables for the
years ended March 31, 2007 and March 31, 2006.

|                                                 | Three monthsendedMarch 31, 2007 | Three monthsendedMarch 31, 2006
|------------------------------------------------ | ------------------------------- | -------------------------------
|
|Segment sales:                                   |                                 |                                
|Aircraft maintenance                             |                                 | 4.790                          
|Aircraft trading                                 |                                 | .050                           
|Part sales                                       |                                 | 2.896                          
|Other                                            |                                 | .041                           
|                                                 |                                 |                                
|Sub Total                                        |                                 | 7.777                          
|                                                 |                                 |                                
|Elimination of intersegment sales                |                                 | -1.498                         
|                                                 |                                 |                                
|Total consolidated sales                         |                                 | 6.279                          
|                                                 |                                 |                                
|Operating income:                                |                                 |                                
|Aircraft maintenance                             |                                 | 1.027                          
|Aircraft trading                                 |                                 | .050                           
|Part sales                                       |                                 | 1.060                          
|Other                                            |                                 | .016                           
|                                                 |                                 |                                
|Sub total                                        |                                 | 2.153                          
|                                                 |                                 |                                
|Selling, general, administrative expense         |                                 | -1.599                         
|Penalties                                        |                                 |                                
|Other, net                                       |                                 | -.153                          
|Share of Jetglobal net income (aircraft trading) |                                 | .215                           
|                                                 |                                 |                                
|Consolidated earnings (loss) before taxes        |                                 | .615                           
|                                                 |                                 |                                
|Interest income by segment                       |                                 |                                
|Aircraft maintenance                             |                                 | .001                           
|Aircraft trading                                 |                                 |                                
|Part sales                                       |                                 |                                
|Corporate                                        |                                 | .005                           
|Total interest income                            |                                 | .006                           
|                                                 |                                 |                                
|Interest expense by segment                      |                                 |                                
|Aircraft maintenance                             |                                 | .025                           
|Aircraft trading                                 |                                 |                                
|Part sales                                       |                                 | .001                           
|Corporate                                        |                                 | .106                           
|                                                 |                                 |                                
|Total interest expense                           |                                 | .132                           
|                                                 |                                 |                                
|                                                 |                                 |                                

12



---

|                                         | 2007($) | 2006($)
|---------------------------------------- | ------- | -------
|Depreciation and amortization by segment |         |        
|Aircraft maintenance                     |         | .92    
|Aircraft brokerage                       |         |        
|Part sales                               |         |        
|                                         |         |        
|Corporate                                |         | .58    
|Total                                    |         | 1.50   
|                                         |         |        
|Net asset values:                        |         |        
|Aircraft maintenance                     |         | 99.47  
|Aircraft trading                         |         | 17.83  
|Part sales                               |         | 67.29  
|                                         |         |        
|Corporate                                |         | 102.09 
|                                         |         |        
|Total                                    |         | 286.68 
|                                         |         |        
|Capital expenditures:                    |         |        
|Aircraft maintenance                     |         |        
|Aircraft brokerage                       |         |        
|Part sales                               |         |        
|                                         |         |        
|Corporate                                |         | .21    
|Total                                    |         | .21    
|                                         |         |        

The
Companys facilities and assets are primarily located in the United States.
During 2006, the Company formed a Mexican corporation, Hamilton SA de C.V.
Minimal supplies are secured from local dealers using the foreign currency but
all major revenue and expense transactions are transacted in U.S. dollars. The
Company sells and ships to several foreign countries. All foreign revenues are
collected and recorded in U.S. dollars. Geographic information regarding sales
to foreign countries is presented in the following table:

|               | QuarterendedMarch 31, 2007 | QuarterEndedMarch 31, 2006
|-------------- | -------------------------- | --------------------------
|               |                            |                           
|Angola         |                            | $          60,653         
|Belgium        |                            | 20,300                    
|Canada         |                            | 12,039                    
|Israel         |                            | 22,857                    
|Italy          |                            |                           
|Jordan         |                            |                           
|Kenya          |                            | 1,500                     
|Korea          |                            |                           
|Lebanon        |                            | 19,844                    
|Malawi         |                            |                           
|Mexico         |                            | 2,703,851                 
|Pakistan       |                            | 216,033                   
|Ukraine        |                            | 6,560                     
|United Kingdom |                            | 4,000                     
|               |                            |                           
|TOTALS         |                            | $     3,067,637           
|               |                            |                           

13



---

5. EQUITY IN
NET ASSETS AND ADVANCES TO AFFILIATES

On
August 26, 2005, the Company together with BCI Aircraft Leasing,
(BCI), formed a joint venture, Jetglobal, LLC, a Delaware limited
liability company. 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 the Company will be responsible for the technical,repair and maintenance aspects associated with remarketing purchased
aircraft. The Company 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. Pursuant to the terms of Jetglobals
Operating Agreement, although the Company has a 30% membership and profit
interest, it is only responsible for 25% of the costs and expenses associated
with Jetglobal including any business transactions.

As of
March 31, 2007, Equity in net assets and advances to affiliates consisted of the
following:

|                                                 | 
|------------------------------------------------ | 
|Initial investment in Jetglobal                  | 
|Payment of 25% share of purchase of aircraft     | 
|Expenses paid on behalf of Jetglobal             | 
|Reimbursement payments for 25% share of aircraft | 
|Share of 2005 net loss                           | 
|Payment of earnings share to Global              | 
|Distribution of Aircraft                         | 
|Share of 2006 income                             | 
|Share of 2007 income                             | 
|Balance at March 31, 2007                        | 
|                                                 | 
|                                                 | 

Consolidated
retained earnings at December 31, 2006, include $1,350,871 of undistributed  earnings of
Jetglobal. Consolidated retained earnings at March 31, 2007, included $1,565,671 of
undistributed earnings of Jetglobal.

The
December 31, 2006 balance sheet of JetGlobal has assets of $17,319,00 and
liabilities of $3,118,939.

Management has
decided to transfer its ownership interest in JetGlobal, LLC, an entity in which the
company  has a 30% ownership interest, to the other partner JetGlobal, LLC, BCI Aircraft
Leasing, in consideration for  aircraft inventory and a trailing interest in certain
claims of JetGlobal against third parties. A final agreement  and settlement had not been
reached between the parties at March 31, 2007. The parties did execute a final  agreement
and settlement on April 20, 2007 (see Note 16, Subsequent Events). The terms of the final
agreement  with BCI did not result in any impairment to the Company, but final
determination of the effect on operating  results will be determined in the second
quarter 2007, when it is expected the Company will have the results  of JetGlobals
Delta Airlines bankruptcy claim.

6.   INVENTORY

Inventories
consisted of the following:

|                     | March 31, 2007 | December 31, 2006
|-------------------- | -------------- | -----------------
|                     |                |                  
|Maintenance hardware |                | $1,251,753       
|Parts for resale     |                | 6,153,273        
|Aircraft & engines   |                | 267,771          
|                     |                |                  
|                     |                |                  
|                     |                | $7,672,797       
|                     |                |                  
|                     |                |                  

Management
reviews listed inventory items to determine whether there are slow moving or
obsolete items on an annual basis. At March 31, 2007, it was managements
determination that the carrying value of the inventory items is appropriate and
that there were no items requiring an allowance because the carrying value
exceeds net realizable value.

14



---

7.   PLANT,
PROPERTY AND EQUIPMENT

|                              | March 31,     2007 | December 31,2006
|----------------------------- | ------------------ | ----------------
|Gross Asset Values            |                    |                 
|Land and improvements         |                    | $     25,094    
|Buildings and improvements    |                    | 206,174         
|Vehicles                      |                    | 78,161          
|Machinery and equipment       |                    | 2,058,291       
|Computers and software        |                    | 332,755         
|Other office equipment        |                    | 120,713         
|Equipment under capital lease |                    | 313,274         
|                              |                    |                 
|Subtotal                      |                    | 3,134,462       
|                              |                    |                 
|Less accumulated depreciation |                    | 1,742,374       
|                              |                    |                 
|                              |                    |                 
|Property and equipment, Net   |                    | $1,392,088      
|                              |                    |                 
|                              |                    |                 

During the
first quarter of 2007, depreciation expense was $150,173.  For the year ended December
31, 2006, depreciation expense was  $582,710.

Property, plant
and equipment include gross assets acquired under capital leases of $316,574 and $4,999
at March 31, 2007 and March  31, 2006, respectively.  Related amortization, which is
included in accumulated depreciation, was $40,203 and $750 at March 31, 2007  and March
31, 2006, respectively.  Capital leases to acquire machinery and equipment totaled
($235,670) and to acquire other office  equipment totaled ($69,549) at March 31, 2007.
Amortization of assets under capital leases is included in depreciation expense.

8.   LEASES
AND CAPITAL LEASES

Globals
wholly owned subsidiary, Hamilton Aerospace Technologies, Inc. (HAT),
currently conducts operations on leased property at  the Tucson International Airport, (TIA).
Currently, World Jet is occupying space under this same lease.  The lease is a one-year
lease commencing March 1, 2005 and permits HAT to apply for two additional one-year
options.  TIA is implementing a Master Plan for  airport development, which precludes
issuing a long-term lease to HAT, but will not affect HATs facilities for at least
five years.  There is also executive office space leased at 6451 South Country Club under
a five-year lease.  Below is a table showing the total  of lease commitments at March 31,
2007.

Operating
Leases

|                | Min LeasePayments2007$ | Min LeasePayments2008$ | Min LeasePayments2009$ | Min LeasePayments2010$ | Min LeasePayments2011$ | TOTALS$
|--------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | -------
|Premises 6901   |                        | 79,557                 |                        |                        |                        |        
|S. Park         |                        |                        |                        |                        |                        |        
|                |                        |                        |                        |                        |                        |        
|A/C storage     |                        |                        |                        |                        |                        |        
|area adjacent   |                        |                        |                        |                        |                        |        
|to 6901 S Park  |                        |                        |                        |                        |                        |        
|                |                        |                        |                        |                        |                        |        
|Office space    |                        |                        |                        |                        |                        |        
|6451 S. Country |                        |                        |                        |                        |                        |        
|Club            |                        | 38,279                 |                        | 39,628                 |                        | 41,006 
|                |                        |                        |                        |                        |                        |        
|Premises 6900   |                        |                        |                        |                        |                        |        
|S. Park         |                        |                        |                        |                        |                        |        
|                |                        |                        |                        |                        |                        |        
|Inventory       |                        |                        |                        |                        |                        |        
|storage 7001 S  |                        |                        |                        |                        |                        |        
|Park            |                        | 52,728                 |                        |                        |                        |        
|                |                        |                        |                        |                        |                        |        
|Total Operating |                        | 170,564                |                        | 39,628                 |                        | 41,006 
|Lease           |                        |                        |                        |                        |                        |        
|Commitments     |                        |                        |                        |                        |                        |        
|                |                        |                        |                        |                        |                        |        

The
Company has entered into capital lease agreements to facilitate the purchase of
various types of equipment. Below is a table showing the total lease commitments
under those agreements and the present value of those lease commitments.

Capital
Leases

|                 | Min LeasePayments2007$ | Min LeasePayments2008$ | Min LeasePayments2009$ | Min LeasePayments2010$ | Min LeasePayments2011$ | TOTALS$
|---------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | -------
|Telephone        |                        | 15,700                 |                        | 15,700                 |                        | 15,699 
|systems          |                        |                        |                        |                        |                        |        
|                 |                        |                        |                        |                        |                        |        
|Office equipment |                        | 7,239                  |                        | 7,641                  |                        | 6,557  
|                 |                        |                        |                        |                        |                        |        
|A/C maintenance  |                        |                        |                        |                        |                        |        
|equipment        |                        | 58,469                 |                        | 58,469                 |                        | 58,470 
|                 |                        |                        |                        |                        |                        |        
|Total Capital    |                        |                        |                        |                        |                        |        
|Lease            |                        |                        |                        |                        |                        |        
|Commitments      |                        | 81,408                 |                        | 81,810                 |                        | 80,726 
|                 |                        |                        |                        |                        |                        |        
|Present Value    |                        |                        |                        |                        |                        |        
|of Capital       |                        |                        |                        |                        |                        |        
|Lease            |                        |                        |                        |                        |                        |        
|Commitments      |                        | 56,146                 |                        | 62,038                 |                        | 67,282 
|                 |                        |                        |                        |                        |                        |        
|Interest         |                        | 24,967                 |                        | 19,592                 |                        | 13,499 
|related to       |                        |                        |                        |                        |                        |        
|Capital Lease    |                        |                        |                        |                        |                        |        
|Commitments      |                        | 24,967                 |                        | 19,592                 |                        | 13,499 
|                 |                        |                        |                        |                        |                        |        

15



---

9.   
SHAREHOLDERS EQUITY

Options

On
March 9, 2007, options to purchase 10,000 shares at $1.05 were issued to a
Director under an existing agreement. The options are good for a term of five
years and were immediately vested. Using the Black Scholes Model with the
monthly stock-prices as variable from May 2002, the call option value of these
options were calculated to be $.77. $7,706 was expensed during the first quarter
of 2007 relative to these options.

Stock

On
January 24, 2007, warrants were converted under the non-cash conversion terms of
the original agreement of issue. A warrant for 95,192shares wasreduced to 48,494 shares under the cashless exercise formula and 48,494
shares were issued.

On
March 29, 2007, 10,000 shares of common stock were issued under the terms of a
Directors agreement.

|                 | Share valueonMeasurementDate | Vesting Date | 
|---------------- | ---------------------------- | ------------ | 
|
|                 |                              |              | 
|Unconverted      |                              |              | 
|Warrants Issued: |                              |              | 
|@ $0.68          |                              | .50          | 
|@ $1.36          |                              | .50          | 
|@ $0.52          |                              | .65          | 
|@ $1.00          |                              | .65          | 
|@ $1.36          |                              | .65          | 
|Subtotal         |                              | .65          | 
|                 |                              |              | 
|Options Issued:  |                              |              | 
|@ $0.17          |                              | .23          | 
|@ $1.03          |                              | 1.03         | 
|@ $1.05          |                              | 1.05         | 
|Subtotal         |                              |              | 
|                 |                              |              | 
|Awards of stock  |                              |              | 
|pending under    |                              |              | 
|employment       |                              |              | 
|contracts        |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|                 |                              |              | 
|Subtotal         |                              |              | 
|                 |                              |              | 
|Total            |                              |              | 
|                 |                              |              | 
|                 |                              |              | 

16



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SUMMARY OF
EQUITY COMPENSATION STOCK-OPTION PLANS

|                                      | TOTAL SHARES | ISSUED    | AVAILABLE
|------------------------------------- | ------------ | --------- | ---------
|
|                                      |              |           |          
|2002 Compensatory Stock Option Plan   |              | 3,000,000 |          
|2003 Employee Stock Compensation Plan |              | 5,000,000 |          
|                                      |              |           |          

Stock-based
Compensation Disclosure

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 March 31, 2007 and
are summarized below:

|                         |  | March 31, 2007 | 
|------------------------ |  | -------------- | 
|
|Options outstanding at   |  | 930,000        | 
|beginning of year        |  |                | 
|                         |  |                | 
|Granted during quarter   |  | 10,000         | 
|                         |  |                | 
|Exercised during quarter |  | None           | 
|                         |  |                | 
|Forfeited during quarter |  | None           | 
|                         |  |                | 
|Outstanding at 3/31/2007 |  | 940,000        | 
|                         |  |                | 
|Options exercisable at   |  | 940,000        | 
|3/31/2007                |  |                | 
|                         |  |                | 
|Weighted average fair    |  | $1.05          | 
|value of options         |  |                | 
|granted during the       |  |                | 
|quarter                  |  |                | 

The
aggregate remaining contractual lives in years for the 900,000, 30,000 and
10,000 options outstanding and exercisable on March 31, 2007 was 2.022, 4.011
and 4.940, respectively. Aggregate intrinsic value represents total pretax
intrinsicvalue (the difference between Globals closing stock price
on March 31, 2007 and the exercise price, multiplied by the number of
in-the-money options) that would have been received by the option holders had
all option holders executed their options on March 31, 2007. This amount changes
based on the fair market value of Globals stock. The total intrinsic value
of options outstanding as of March 31, 2007 was $333,300. There were no options
exercised during the quarter ended March 31, 2007. The Company issues new shares
of common stock upon the exercise of stock options.

At
March 31, 2007, 1,955,000 shares were available for future grants under the
Companys 2002 Compensatory Stock Option Plan and 332,500 shares were
available for future grants under the Companys 2003 Employee Stock Option
Plan.

The
900,000 options issued in 2004 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. Because the options were
immediately available, the intrinsic value and the fair value of the options is
calculated at the same $.23 per share.

|                         |  | March 31, 2006 | 
|------------------------ |  | -------------- | 
|
|Options outstanding at   |  | 900,000        | 
|beginning of year        |  |                | 
|                         |  |                | 
|Granted during year      |  | None           | 
|                         |  |                | 
|Exercised during year    |  | None           | 
|                         |  |                | 
|Cancelled during year    |  | None           | 
|                         |  |                | 
|Forfeited during year    |  | None           | 
|                         |  |                | 
|Outstanding at 3/31/2006 |  | 900,000        | 
|                         |  |                | 
|Options exercisable at   |  | 900,000        | 
|3/31/2006                |  |                | 
|                         |  |                | 
|Weighted average fair    |  | $0             | 
|value of options         |  |                | 
|granted during the       |  |                | 
|quarter                  |  |                | 

17



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10.   NOTES
PAYABLE

On
December 9, 2005, Global Aircraft Solutions, Inc (Global), Hamilton
Aerospace Technologies, Inc. (HAT), a wholly owned subsidiary of
Global Aircraft Solutions, Inc. and World Jet Corporation, (WJ) a
wholly owned subsidiary of Global Aircraft Solutions, Inc. (collectively the
Borrowers) closed on a first Modification to the May 5, 2005 Initial
Loan Agreement with M&I Marshall & Ilsley Bank (M&I
Bank). The modification increased the $2.5 million operating line of
credit to $5 million (Line of Credit); added a Guidance Line of
Credit in the amount of $7 million (Guidance Credit) solely for the
acquisition of aircraft and Letter of Credit Facilities in combined amounts not
to exceed $200,000.00. The Guidance Credit portion of the agreement has expired
and no longer exists. The interest rate on the Line of Credit was reduced from
3.50% per annum to 3.00% per annum in excess of the applicable LIBOR rate. At
March 31, 2007 the applicable interest rate was 7.77% per annum. The interest
rate for each Letter of Credit Facility, if drawn upon, shall also be 3.00% per
annum in excess of the applicable LIBOR rate. The Line of Credit and any Letter
of Credit Facility remains secured by a first priority lien on Globals,
HATs and WJs personal property. The term of the Line of Credit and
the Letter of Credit Facility all expire on October 31, 2007 and the entire
outstanding principal balance, all accrued and unpaid interest, and all other
sums due and payable under the Line of Credit shall be due on the expiration
date.

While
there is no required monthly repayment obligation of the Line of Credit, the
Line of Credit is based upon and limited by a borrowing base equal to the sum of
80% of the outstanding amount of all Eligible Accounts as defined in the Loan
Agreement and 50% of the net book value of all Eligible Inventory as defined in
the Loan Agreement. If any Letter of Credit Facility is drawn upon, all
principal and accrued and unpaid interest shall be due and payable upon demand.

The
Borrowers paid total fees and expenses of approximately $37,500.00 in connection
with the modification to the Line of Credit and addition of the Guidance Credit
and Letter of Credit Facility. The Borrowers will owe the bank a fee for the
issuance of any Letter of Credit in the amount of 2% of the amount of the letter
of credit.

The
balance due of the Line of Credit at March 31, 2007 was $4,872,000. The Line of
Credit also secures a Letter of Credit for $128,000, which was issued to TAA as
part of the lease agreement for the HAT facility. The total available credit
facility is $5,000,000 at March 31, 2007 subject to the borrowing base.

At quarter
ending 3/31/07 Comany was not in compliance with certain covenants of loan agreement,  as
amended 10/15/05 with M&I Bank. We do not anticipate any actions by M&I Bank that
would affect the  Company liquidity.

On
July 6, 2006, ComVest Capital, LLC, as Lender, and Global Aircraft
Solutions, as Borrower, entered into a subordinated loan agreement.
Under the loan agreement, the Company was originally indebted to the Lender in
the principal amount of $2,800,000. The principal amount of the agreement was
originally all due and payable October 6, 2006, with interest payments due
monthly on the last day of each month in the amount of 15% of the outstanding
balance. These funds were borrowed for potential investment purposes, but as the
investment did not yet materialize, the company has repaid $2,700,000 of the
loan amount and has made an agreement to repay the balance of $44,750 during
November of 2006. The interest rate during the extended period will be 20%.
Accrued interest due at March 31, 2007 was $3,474.

To
facilitate this loan agreement, on July 6, 2006, the Company and its wholly
owned subsidiaries Hamilton and World Jet entered into a Subordination and
Intercreditor Agreement with M&I Marshall & Ilsley Bank (Lender) and
ComVest Capital, LLC, (Creditor).

Also,
see related party note described in Note 11 below.

11.   RELATED
PARTY TRANSACTIONS

BCI Aircraft
Leasing, Inc.

BCI
Aircraft Leasing, Inc., Globals partner in Jetglobal, see Note 5,
accounted for 31.7% of Company revenue during the 1st quarter of 2007
and accounted for 16.6% of Company revenue during the year ended December 31,
2006. The account receivable from BCI at March 31, 2007 was $2,164,041 and at
December 31, 2006 was $1,827,481.

Jetglobal,
LLC accounted for less than 1% of the Companys revenue during the
1st quarter of 2007. Jetglobal, LLC accounted for 7.2% of the
Companys revenue in 2006. The total amount due to the Company from
Jetglobal at March 31, 2007 was $346,142. BCI Jet, a BCI controlled company,
accounted for 0% of the Companys revenue in the first quarter of 2007 and
03.8% of the Companys revenue in 2006. BCI Jet owed the Company $1,300,000
at March 31, 2007 and at December 31,2006.

18



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GALP

On
March 15, 2007, the Company entered into a secured promissory note agreement
with Ardennes Value Fund, a related party due to the Companys GALP
participation. The principal amount of the note is $200,000 with simple interest
at a rate of 15% per annum. Required payments are interest only for the first
two months beginning April 15, 2007 and all remaining interest and principal is
due on June 15, 2007. The note is secured by two (2) JAR OPS Avionics Kits.

12.   
CONTRACTS IN PROGRESS

At
March 31, 2007 and December 31, 2006, costs and estimated earnings in excess of
billings and billings in excess of costs and estimated earnings on uncompleted
contracts consist of the following:

|                                        | 2007 | 2006       
|--------------------------------------- | ---- | -----------
|Costs incurred on uncompleted contracts |      | $ 1,612,235
|Profit earned to date                   |      | 523,514    
|                                        |      |            
|                                        |      |            
|                                        |      | $ 2,135,749
|Less: Billings to date                  |      | (3,655,800 
|                                        |      |            
|                                        |      |            
|                                        |      | $(1,520,051
|                                        |      |            

Included
in the accompanying balance sheet at March 31, 2007 and December 31, 2006 under
the following caption:

Billings in
excess of costs and estimated earnings on uncompleted contracts

|                                    | 2007 | 2006       
|----------------------------------- | ---- | -----------
|Billings in excess from above       |      | $(1,520,051
|Time and material earnings unbilled |      | 139,546    
|                                    |      |            
|                                    |      |            
|Net                                 |      | $(1,380,505
|                                    |      |            
|                                    |      |            

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.

13.   TRADE
ACCOUNTS RECEIVABLE

As of
March 31, 2007 and December 31, 2006, trade accounts receivable consist of the
following:

|                                      | 2007 | 2006        
|------------------------------------- | ---- | ------------
|                                      |      |             
|Contracts in progress                 |      | $    737,391
|Completed contracts                   |      | 8,325,421   
|                                      |      |             
|                                      |      |             
|                                      |      | $ 9,062,812 
|                                      |      |             
|Less: allowance for doubtful accounts |      | (473,317    
|                                      |      |             
|                                      |      | $ 8,589,495 
|                                      |      |             

There
was no bad debt expense charged to the allowance for doubtful accounts during
the first quarter of 2007. Bad debt expense charged to the allowance for
doubtful accounts for the year ended December 31, 2006 was $337,508.

14.   NOTES
RECEIVABLE

During
the 4th quarter of 2005, a note receivable in the amount of $600,000
was issued to the Company by Avolar Aero Lineas S.A. de C.V. The due date of the
note was extended to June 30, 2007. The note bears interest at 6.5% per annum.
At March 31, 2007, the balance due including interest was $343,995. This note is
not collateralized.

15.   
CONCENTRATION OF REVENUES

The
Companys top four customers accounted for 85.1% of sales during the
quarter ended March 31, 2007. The Companys top four customers accounted
for 52.4% of sales during the year ended December 31, 2006. Three customers
accounted for 62.6% of the Companys accounts receivable at March 31, 2007.
Three customers accounted for 63.8% of the Companys accounts receivable at
December 31, 2006. The broadening of our customer base will spread the risk
associated with a potential failure of a significant customer. Efforts are
continually being made to broaden our customer base. It should be noted that in
any single quarter, due to the length of the typical repair job, percentages
will normally be significantly higher than on an annual basis. While the
relative significance of customers varies period to period, the loss of, or
significant curtailments of purchase of our services by, one or more or our
significant customers at any time could adversely affect our revenue and cash
flow. The top four customers, referenced above, for the 1st quarter
of 2007 and the year 2006 are listed in the table below:

19



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|1st Qtr of 2007-Top FourCustomers | 1st Qtr of 2007 -% ofRevenues | 2006-Top FourCustomers | 2006- % ofRevenues
|--------------------------------- | ----------------------------- | ---------------------- | ------------------
|Customer A                        |                               | 37.5                   |                   
|Customer B                        |                               | 31.7                   |                   
|Customer E                        |                               | 8.5                    |                   
|Customer F                        |                               | 7.4                    |                   
|Top Four- 1st Qtr 2007 Total %    |                               | 85.1                   |                   
|                                  |                               |                        |                   

16.   
SUBSEQUENT EVENTS

Since the
formation of the JetGlobal LLC, Management has been unable to obtain  timely and accurate
financial information legally demanded by the Company from  JetGlobal. As a consequence,
during the first quarter 2007, Management decided to  transfer its ownership interest in
JetGlobal, LLC, an entity in which the Company has a  30% ownership interest, to the
other partner in JetGlobal, LLC, BCI Aircraft Leasing.  The parties executed a final
agreement and settlement on April 20, 2007. Under the terms  of the final agreement and
settlement, in consideration for the Companys 30%  ownership interest in JetGlobal,
the Company will receive title, free and clear, to five  aircraft valued at $1,500,000
each. A sixth aircraft purchased from Global by JetGlobal,  and which had MRO work
performed by HAT, will be returned to the Company in  satisfaction of money due to the
Company, $1,150,000, for that particular aircraft. The  Company will also retain a
trailing interest of 18% of any amount paid JetGlobal under  (i) satisfaction of the
claim against Delta and (ii) the JetGlobal claim against AFG for  breach of contract. The
terms of the final agreement with BCI did not result in any  impairment to the Company,
but final determination of the effect on operating results will  be determined in the 2nd
quarter 2007, when it is expected the Company will have the  results of JetGlobals
Delta Airlines bankruptcy claim.

Avolars
increasing fleet size resulted in increasing receivables due Hamilton Aerospace.
At the same time, Avolars past due receivables increased significantly. In
order to protect the Companys financial status, late in February
Management put Avolar on a COD basis and negotiated a schedule for Avolar to
bring its account current. The parties also agreed that Avolar would obtain
whatever services and credit it could from other maintenance service providers
in order to facilitate Avolars pay-down of monies due Hamilton Aerospace.
By the end of March 2007, Avolar had made progress reducing the amount owed
Hamilton Aerospace, but Avolar is not in full compliance with the terms of its
payment schedule agreed to with Hamilton Aerospace. Avolar has stated its
intention to bring its accounts current with Hamilton Aerospace and World Jet
and renew its maintenance and support agreements with both companies. However,
in view of these recent developments, it is unlikely that the income and profit
contributions from Avolar to Hamilton Aerospace and World Jet in 2007 will reach
the amounts previously indicated by Management.

20



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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, that may affect our ability to
generate sufficient working capital to meet our operating requirements and
service our indebtedness, our ability to refinance our secured debt, or to
convert such debt to equity, 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. Should any of the assumptions underlying a forward-looking
statement prove incorrect, actual results could differ materially from those
anticipated. We are not obligated, nor do we undertake the obligation, to revise
these forward-looking statements to reflect future events or circumstances.

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-K
for 2006. 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.

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. 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.

21



---

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 parts 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.

Globals
aircraft trading represents a significant niche in our business. Successful
efforts in this area will go a long way to building our company. During of 2006,
aircraft trading accounted for 9% of Company revenues. Our settlement agreement
with BCI, related to the Companys withdrawal from Jetglobal, calls for the
transfer, free and clear, of 6 aircraft to the Company. Efforts are already
underway to sell these aircraft. Obviously, there is opportunity for a positive
synergistic increase in MRO revenue and part sales revenue related to those
aircraft traded with both new and continuing customers.

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, that can be influenced by 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
continued alerts by the U.S. Department of Homeland Security and fears of new
terrorist attacks, the U.S.-led invasion of Iraq, high fuel costs and the
general state of the economy could quite possibly produce negative impact on the
aviation industry.

On
March 13, 2007, the Company announced that they have acquired a 20% ownership
interest in, and entered into an exclusive service agreement with, Global
Aircraft Leasing Partners (GALP). GALP is a start-up
aircraft-leasing venture formed to acquire aircraft, through a combination of
debt and equity financing, and lease these commercial jet aircraft to operators
throughout the world. GACF and GALP have entered into a strategic alliance
wherein Global will acquire a 20% interest in GALP in exchange for a capital
contribution of $20,000, together with infrastructure, industry expertise,
management assistance, and other non-monetary contributions. Global will
specifically not be required to invest capital in aircraft acquired by GALP.
Other members of GALP will include equity funding specialists and aircraft
leasing professionals. Global and GALP have also agreed that Global will have
first right of refusal for all aircraft maintenance, aircraft parts and
technical consulting requirements that GALP may have as a result of its aircraft
acquisition and leasing activities. Global expects that its strategic
partnership with GALP will have a positive effect upon the volume of its MRO and
parts sales businesses.

Since the
formation of the JetGlobal LLC, Management has been unable to obtain  timely and accurate
financial information legally demanded by the Company from  JetGlobal. As a consequence,
during the first quarter 2007, Management decided to  transfer its ownership interest in
JetGlobal, LLC, an entity in which the Company has a  30% ownership interest, to the
other partner in JetGlobal, LLC, BCI Aircraft Leasing.  The parties executed a final
agreement and settlement on April 20, 2007. Under the terms  of the final agreement and
settlement, in consideration for the Companys 30%  ownership interest in JetGlobal,
the Company will receive title, free and clear, to five  aircraft valued at $1,500,000
each. A sixth aircraft purchased from Global by JetGlobal,  and which had MRO work
performed by HAT, will be returned to the Company in  satisfaction of money due to the
Company, $1,500,000, for that particular aircraft. The  Company will also retain a
trailing interest of 18% of any amount paid JetGlobal under  (i) satisfaction of the
claim against Delta and (ii) the JetGlobal claim against AFG for  breach of contract. The
terms of the final agreement with BCI did not result in any  impairment to the Company,
but final determination of the effect on operating results will  be determined in the 2nd
quarter 2007, when it is expected the Company will have the  results of JetGlobals
Delta Airlines bankruptcy claim.

22



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Avolars
increasing fleet size resulted in increasing receivables due Hamilton Aerospace.
At the same time, Avolars past due receivables increased significantly. In
order to protect the Companys financial status, late in February
Management put Avolar on a COD basis and negotiated a schedule for Avolar to
bring its account current. The parties also agreed that Avolar would obtain
whatever services and credit it could from other maintenance service providers
in order to facilitate Avolars pay-down of monies due Hamilton Aerospace.
By the end of March 2007, Avolar had made progress reducing the amount owed
Hamilton Aerospace, but Avolar is not in full compliance with the terms of its
payment schedule agreed to with Hamilton Aerospace. Avolar has stated its
intention to bring its accounts current with Hamilton Aerospace and World Jet
and renew its maintenance and support agreements with both companies. However,
in view of these recent developments, it is unlikely that the income and profit
contributions from Avolar to Hamilton Aerospace and World Jet in 2007 will reach
the amounts previously indicated by Management.

RESULTS OF
OPERATIONS

As a
holding company, the bulk of our day-to-day operations are currently and were as
of March 31, 2007, 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. Our in-house aircraft trading transactions are conducted by 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, most 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.

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.

Net  sales for
the three months ended March 31, 2007 decreased $5.2 million, or 45%,  to $6.3 million
from $11.5 million for the three months ended March 31, 2006.  The decreases were due to
the absence of aircraft sales by Global coupled with a  decrease in maintenance revenues.
Aircraft sales were $2.57 million in the  1st quarter of 2006 which tend to
vary significantly. The 1st quarter of 2007 had only  $50,000, which
represented a forfeited deposit. Maintenance revenue was  negatively impacted by the cash
crunch experienced as a result of the high  unpaid balances of Avolar and BCI discussed
under the Liquidity section  of this document.

Cost
of sales consists of costs of inventory sold for World Jet, time and materials
for HAT and aircraft purchase price for Global aircraft trading. Cost of sales
for the three months ended March 31, 2007 decreased $3.4 million, or 45%, to
$4.1 million from $7.5 million for the three months ended March 31, 2006. Cost
of sales decreased on a quarter-to-quarter basis due to the decrease in sales.

Gross
profit for the three months ended March 31, 2007 of $2.2 million was less than
the same period in the prior year by $1.8 million Gross profit levels during any
particular period are dependent upon the number and type of aircraft serviced,
the contract terms under which services are performed and the efficiencies that
can be obtained in the performance of such services. Significant changes in any
one of these factors could have a material impact on the amount and percentage
of gross profits. Additionally, gross profit could be impacted in the future by
considerations as to the value of our inventory.

While
the Company aggressively seizes revenue-producing opportunities such as aircraft
sales, management gauges results by looking at what historically has been the
core revenue producing activity, the sale of labor hours. In the first three
months of 2007, revenue produced from labor was $2,448,750 as compared with
$4,234,072 the first three months of 2006. This represents an decrease of 40%.
The comparative costs for all direct labor, including work performed by outside
contractors, was $1,623,299 in the first three months of 2007 compared with
$2,179,901 for the same period in 2006. All direct labor costs were 25.8% of
total sales in first three months of 2007 compared with 33% in the first three
months of 2006. The relationship between direct labor costs and direct labor
revenues went up 14% from 2006 to 2007. Direct labor percentages will always
vary to some degree due to the nature of flat-rate bidding as opposed to billing
for all time and materials. Also, a substantial sudden increase in volume can be
expected to have a temporary impact on efficiencies and are viewed by Management
as a temporary consequence of growth. A sudden decrease in volume will have a
negative impact due to the retention of core labor during slower periods.
Management is confident that adjustments to volume changes will be made and
profitability will benefit over time.

23



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Selling,
general and administrative expenses for the three months ended March 31, 2007
increased as percentage of sales to 25.5% from 17.1% in three months ended March
31, 2006 due to net decrease in sales.

Interest
expense for the Company, during the first three months of 2007, was $131,600.

Management
is cautiously optimistic that our adeptness at garnering jobs with the
likelihood of a high gross profit potential and our continued vigilance at
holding down costs will improve for the remainder of 2007. HATs option of
being selective in the work booked is due to their growing reputation for
providing quality, on-budget, on-time deliveries to their customers. HAT and
World Jet are experiencing success in securing new customers and securing more
business from existing customers as well. Global has experienced some success in
branching out into the aircraft trading arena and Management believes this
segment will experience increasing growth and profits during the remainder of
2007 and into the future.

The
following tables depict our pre-tax operating profit for the first quarter of
2007 and for the first quarter of 2006 on a stand-alone basis and a consolidated
basis for Global, HAT and World Jet:

1st Quarter
2007

|                                | GlobalStand-Alone | HATStand-Alone | World JetStand-Alone | IntercompanyEliminations | Consolidated
|------------------------------- | ----------------- | -------------- | -------------------- | ------------------------ | ------------
|Revenues                        |                   | 50,000         |                      | 5,609,431                |             
|Less:  Cost of sales            |                   | 234            |                      | 4,010,966                |             
|Less:  Expenses                 |                   | 588,580        |                      | 692,888                  |             
|Pre-tax Operating Profit (Loss) |                   | (538,814       | )                    | 905,575                  |             
|                                |                   |                |                      |                          |             

1st Quarter
2006

|                                | GlobalStand-Alone | HATStand-Alone | World JetStand-Alone | IntercompanyEliminations | Consolidated
|------------------------------- | ----------------- | -------------- | -------------------- | ------------------------ | ------------
|Revenues                        |                   | 3,175,000      |                      | 6,554,442                |             
|Less:  Cost of sales            |                   | 1,949,139      |                      | 4,586,370                |             
|Less:  Expenses                 |                   | 676,674        |                      | 777,610                  |             
|Pre-tax Operating Profit (Loss) |                   | 549,187        |                      | 1,190,462                |             
|                                |                   |                |                      |                          |             
|                                |                   |                |                      |                          |             

LIQUIDITY
AND CAPITAL RESOURCES

Liquidity

On
December 9, 2005, Global Aircraft Solutions, Inc (Global), Hamilton
Aerospace Technologies, Inc. (HAT), a wholly owned subsidiary of
Global Aircraft Solutions, Inc. and World Jet Corporation, (WJ) a
wholly owned subsidiary of Global Aircraft Solutions, Inc. (collectively the
Borrowers) closed on a first Modification to the May 5, 2005 Initial
Loan Agreement with M&I Marshall & Ilsley Bank (M&I
Bank). The modification increased the $2.5 million operating line of
credit to $5 million (Line of Credit); added a Guidance Line of
Credit in the amount of $7 million (Guidance Credit) solely for the
acquisition of aircraft and Letter of Credit Facilities in combined amounts not
to exceed $200,000.00. The Guidance Credit portion of the agreement has expired
and no longer exists. The interest rate on the Line of Credit was reduced from
3.50% per annum to 3.00% per annum in excess of the applicable LIBOR rate. At
March 31, 2007 the applicable interest rate was 7.77% per annum. The interest
rate for each Letter of Credit Facility, if drawn upon, shall also be 3.00% per
annum in excess of the applicable LIBOR rate. The Line of Credit and any Letter
of Credit Facility remains secured by a first priority lien on Globals,
HATs and WJs personal property. The term of the Line of Credit and
the Letter of Credit Facility all expire on October 31, 2007 and the entire
outstanding principal balance, all accrued and unpaid interest, and all other
sums due and payable under the Line of Credit shall be due on the expiration
date.

While
there is no required monthly repayment obligation of the Line of Credit, the
Line of Credit is based upon and limited by a borrowing base equal to the sum of
80% of the outstanding amount of all Eligible Accounts as defined in the Loan
Agreement and 50% of the net book value of all Eligible Inventory as defined in
the Loan Agreement. If any Letter of Credit Facility is drawn upon, all
principal and accrued and unpaid interest shall be due and payable upon demand.

At quarter
ending 3/31/07 Company was not in compliance with certain covenants of loan agreement as
amended  10/15/07, with M&I Bank. We do not anticipate any actions by M&I Bank that would
affect Company liquidity.

24



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The  Borrowers
paid total fees and expenses of approximately $37,500.00 in connection  with the
modification to the Line of Credit and addition of the Guidance Credit  and Letter of
Credit Facility. The Borrowers will owe a loan fee to the bank  equal to 1% of the amount
of any requested advance under the Guidance Credit  with a cap of $52,500.00 in
cumulative fees. The Borrowers will owe the bank a  fee for the issuance of any Letter of
Credit in the amount of 2% of the amount  of the letter of credit.

The balance due
of the Line of Credit at March 31, 2007  was $4,872,000. The Line of Credit also secures
a Letter of Credit for $128,000  which was issued to TAA as part of the lease agreement
for the HAT facility.

On
July 6, 2006, Comvest Capital, LLC, as Lender, and Global Aircraft
Solutions, as Borrower, entered into a subordinated loan agreement.
Under the loan agreement, the Company was originally indebted to the Lender in
the principal amount of $2,800,000. The principal amount of the agreement was
originally all due and payable October 6, 2006, with interest payments due
monthly on the last day of each month in the amount of 15% of the outstanding
balance. These funds were borrowed for potential investment purposes, but as the
investment did not yet materialize, the company has repaid $2,700,000 of the
loan amount and has made an agreement to repay the balance of $44,750 during
November of 2006. The interest rate during the extended period will be 20%.
Accrued interest due at March 31, 2007 was $3,474.

To
facilitate this loan agreement, on July 6, 2006, the Company and its wholly
owned subsidiaries Hamilton and World Jet entered into a Subordination and
Intercreditor Agreement with M&I Marshall & Ilsley Bank (Lender) and
Comvest Capital, LLC, (Creditor).

On
March 15, 2007, the Company entered into a secured promissory note agreement
with Ardennes Value Fund, a related party due to the Companys GALP
participation. The principal amount of the note is $200,000 with simple interest
at a rate of 15% per annum. Required payments are interest only for the first
two months beginning April 15, 2007 and all remaining interest and principal is
due on June 15, 2007. The note is secured by two (2) JAR OPS Avionics Kits.

During
2006, Avolars increasing fleet size resulted in increasing receivables due
HAT. At the same time, Avolars past due receivables increased
significantly. In order to protect the Companys financial status, late in
February Management put Avolar on a COD basis and negotiated a schedule for
Avolar to bring its account current. The parties also agreed that Avolar would
obtain whatever services and credit it could from other maintenance service
providers in order to facilitate Avolars pay-down of monies due HAT. By
the end of March 2007, Avolar has made progress reducing the amount owed
Hamilton Aerospace, but Avolar was not in full compliance with the terms of its
payment schedule agreed to with HAT. Avolar has stated its intention to bring
its accounts current with HAT and World Jet and renew its maintenance and
support agreements with both companies. (See Note l6. Subsequent Events,
in the Notes to the Condensed Consolidated Financial Statements that are part of
this filing.)

By the
end of the fourth quarter 2006 and into the first quarter 2007 the past due
amounts due Hamilton Aerospace by BCI Aircraft Leasing, Inc. had also reached
unacceptable levels. The parties have negotiated a settlement, which was
discussed earlier, related to the transfer of certain aircraft to eliminate the
Companys ownership in Jetglobal. Although BCI is presently cooperating
with the Company to resolve these issues equitably, a final agreement relative
to a cash payment to settle the amounts due by BCI has not at this time been
reached between the companies.

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 March 31, 2007
were as follows:

| | Total
assets increased from $28,474,276 at December 31, 2006 to $28,881,531 at March  31, 2007.
Significant changes for the period were:
| | ----------------------------------------------------------------------------------------------------------------------------------------

| | Cash
on hand decreased $89,687.
| | -------------------------------

| | Accounts
receivable increased $718,696.
| | ---------------------------------------

| | Notes
receivable decreased $111,864 during the first quarter of 2007
| | --------------------------------------------------------------------

During
the first quarter of 2007, total liabilities decreased from $12,151,176 at
December 31, 2006 to $12,131,046 at March 31, 2007, primarily due to:

25



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| | Accounts
payable decreased over the December 31, 2006 balance by $990,300.
| | --------------------------------------------------------------------------

| | Billings
in  excess of costs and expenses on uncompleted contracts increased $1,156,459.
| | ----------------------------------------------------------------------------------------

| | Accrued
liabilities decreased $113,248 reflecting the increased outstanding accrued  payroll due
to the scheduled timing of check issuance.
| | -------------------------------------------------------------------------------------------------------------------------------------------

Cash

As of
March 31, 2007 we had $14,753 in cash on hand and approximately $8,589,495 in
collectible trade 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 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.

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.

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.

Inventory:Inventories are stated at the lower of cost (first-in, first-out) or market.
Inventories include new, used parts and parts stripped from aircraft. These
inventory items are initially carried at original cost basis determined on the
pro-rata fair value of the individual parts based on market or catalog pricing.
Inventory items held for over one year are no longer classified as
inventory, non-current. All aircraft parts inventory are grouped as
Inventory, net of allowance for slow moving and obsolete inventory
and accounted under Current Assets category. This is based on
standard aviation industry practice of showing all aircraft parts under a single
line item of inventory. Aircraft parts typically have more than one year of
life. Rotable parts have the same life as the aircraft. Repairable parts can be
repaired several times over the life of the aircraft and installed on the
aircraft. This is a reclassification to conform with what we now believe is more
appropriate. This change will not impact the current quarter results or past
results of the company. However in the future when the allowance for slow moving
and obsolete inventory is provided for, the allowance will be a considered as an
expense for the company.

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.

26



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Property and Equipment:Property and equipment are recorded at cost.
Depreciation is provided for using 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 at our HAT subsidiary is
five years. 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 charged to expense as incurred. Betterments or
renewals are capitalized when incurred.

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 form 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 obsolesce, demand, competition, and other economic factors.

Revenue
and Cost Recognition:Revenues from fixed-fee contracts or portions of
contracts for MRO sales are recognized by employing 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, or is cleared to depart,
our facility. Revision in cost and labor hour estimates and recognition of
losses, if any, on these contracts are reflected in the accounting period in
which the facts become known. 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. Revenue from aircraft
sales is recognized when the customer accepts delivery of the aircraft and/or
when title is transferred.

Value
of Share-Based Payments: The value of stock issued as payment is determined
by the closing price of the Companys stock at measurement date. In
connection with the adoption of SFAS 123R, the company values options by
application of the Black Scholes Model.

ITEM 3.   
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There
have been no material changes in reported market risks faced by the Company
since the end of the Companys preceding fiscal year ending December 31,
2006.

ITEM 4.   
CONTROLS AND PROCEDURES

(a) As  of the
end of the period covered by this report on Form 10-Q (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 and 15 promulgated under the
Securities Exchange Act of 1934, as  amended (the Exchange Act). Based on
that evaluation, these officers  have concluded that, with the exception of the material
weakness related to  the financial reporting deficiencies of the Companys joint
venture partner, JetGlobal, LLC,  as reported in our 2006 Form 10-K, and which still
existed as of March 31, 2007, as of the Evaluation Date, our disclosure controls and
procedures allow for timely decisions regarding disclosure of 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) Except for
a settlement agreement entered into on April 20, 2007 with JetGlobal for  the purpose of
rectifying the material weakness identified in item (a) immediately above, there has not
been any change in our internal controls or in  other factors that are reasonably likely
to affect internal controls subsequent  to the date of our most recent evaluation.

PART II.   
OTHER INFORMATION

None

ITEM 6.   
EXHIBITS

(a)   Exhibits

|31.1 |  | Certification
of Principal Executive Officer, Mr. Ian Herman
|---- |  | ------------------------------------------------------------

|31.2 |  | Certification
of Principal Operating Officer, Mr. John B. Sawyer
|---- |  | ----------------------------------------------------------------

|31.3 |  | Certification
of Principal Accounting Officer, Ms. Patricia Graham
|---- |  | ------------------------------------------------------------------

|32.1 |  | Certification
of Mr. Ian M. Herman, Chief Executive Officer
|---- |  | -----------------------------------------------------------

27



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SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|SIGNATURE             | TITLE | DATE                                
|--------------------- | ----- | ------------------------------------
|/s/   Ian Herman      |       | Chairman of the Board of Directors, 
|Ian Herman            |       | Chief Executive Officer and Director
|                      |       |                                     
|/s/   Patricia Graham |       | Principal Accounting Officer        
|Patricia Graham       |       |                                     
|                      |       |                                     

28