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

                                    FORM 10-Q

[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                  For the quarterly period ended July 31, 2009

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

            For the transition period from __________ to __________

                       Commission File Number: 333-151350


                       AIR TRANSPORT GROUP HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

                Nevada                                     98-0491567
      (State or other jurisdiction                      (I.R.S. Employer
    of incorporation or organization)                  Identification No.)

          7453 Woodruff Way
        Stone Mountain Ga 30087                       Telephone: 404-671-9253
(Address of principal executive offices)         (Registrant's telephone number,
                                                       including area code)

       Former Name, Address and Fiscal Year, If Changed Since Last Report

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definition of "large accelerated  filer,"  "accelerated  filer" and "smaller
reporting company" in Rule 12b of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer   [ ]                        Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes [ ] No [ ]

Indicate  the  number of shares  outstanding  of each of the  issuer's  class of
common stock, as of the latest practicable date:

As of October 12,  2009,  the issuer had  56,620,000  shares of its common stock
issued and outstanding.
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The interim financial  statements  included herein are unaudited but reflect, in
management's  opinion,  all  adjustments,  consisting  only of normal  recurring
adjustments,  that  are  necessary  for a fair  presentation  of  our  financial
position and the results of our  operations for the interim  periods  presented.
Because  of the  nature of our  business,  the  results  of  operations  for the
quarterly  period  ended July 31,  2009 are not  necessarily  indicative  of the
results that may be expected for the full fiscal year.


                                       2
<PAGE>
                       Air Transport Group Holdings, Inc.
                         (fka Azure International, Inc.)
                          (A Development Stage Company)
                                 Balance Sheets
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                          As of
                                                               July 31,           April 30,
                                                                2009                2009
                                                              ---------           ---------
                                                             (Unaudited)          (Audited)
<S>                                                           <C>                 <C>
Assets

Current assets
  Cash                                                        $      --           $      --
                                                              ---------           ---------
Total current assets                                                 --                  --
                                                              ---------           ---------

Total Assets                                                  $      --           $      --
                                                              =========           =========

Liabilities

Current liabilities
  Accounts payable                                            $  10,200           $   8,575
                                                              ---------           ---------
Total current liabilities                                        10,200               8,575

Long term liabilities
  Loan from Director                                              6,316               2,776
                                                              ---------           ---------

Total Liabilities                                             $  16,516           $  11,351
                                                              ---------           ---------
Stockholders' Equity
  75,000,000 Common Shares Authorized, 56,620,000
   (April 30, 2009 - 53,600,000) at $0.001 Per Share
   Issued and Outstanding                                        56,620              53,600
  Additional paid-in capital                                     28,630               6,400
  Deficit accumulated during development stage                 (101,766)            (71,351)
                                                              ---------           ---------
Total stockholders equity                                       (16,516)            (11,351)
                                                              ---------           ---------

Total liabilites and stockholders equity                      $      --           $      --
                                                              =========           =========
</TABLE>


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

                                       3
<PAGE>
                       Air Transport Group Holdings, Inc.
                         (fka Azure International, Inc.)
                          (A Development Stage Company)
                            Statements of Operations
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                  For the three          For the three          From Inception
                                                   months ended           months ended      (November 26, 2007) to
                                                     July 31,               July 31,               July 31,
                                                      2009                   2008                   2009
                                                  ------------           ------------           ------------
<S>                                               <C>                    <C>                    <C>
Revenue                                           $         --           $         --           $         --
                                                  ------------           ------------           ------------
Expenses
  General and Adminstrative Expenses                    30,415                 11,124                101,766
                                                  ------------           ------------           ------------
Total Expenses                                          30,415                 11,124                101,766

Provision for Income Tax                                    --                     --                     --
                                                  ------------           ------------           ------------

Net Income (Loss)                                 $    (30,415)          $    (11,124)          $   (101,766)
                                                  ============           ============           ============

Basic & Diluted (Loss) per Common Share                 (0.001)                (0.000)
                                                  ------------           ------------

Weighted Average Number of Common Shares            56,160,435             52,500,000
                                                  ------------           ------------
</TABLE>


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

                                       4
<PAGE>
                       Air Transport Group Holdings, Inc.
                         (fka Azure International, Inc.)
                          (A Development Stage Company)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
              From Inception (November 26, 2007) to July 31, 2009
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                                             Deficit
                                                                                           Accumulated
                                                                             Additional      During
                                                        Common Stock          Paid in      Development       Total
                                                    Shares        Amount      Capital         Stage          Equity
                                                    ------        ------      -------         -----          ------
<S>                                               <C>           <C>          <C>          <C>           <C>
Balance at Inception, November 26, 2007                    0     $     --     $     --     $       --      $      --

Shares issued for cash - February 4, 2008
 at $0.0001 per share                             30,000,000       30,000      (27,000)            --          3,000

Shares issued for cash - February 12, 2008
at 0.01 per share                                 21,000,000       21,000           --             --         21,000

Shares issued for cash - March 11, 2008
 at 0.05 per share                                 1,500,000        1,500        6,000             --          7,500

Net (Loss) for period from inception
(November 26, 2007) to April 30, 2008                     --           --           --         (1,669)        (1,669)
                                                 -----------     --------     --------     ----------      ---------
Balance, April 30, 2008                           52,500,000       52,500      (21,000)        (1,669)        29,831
                                                 ===========     ========     ========     ==========      =========
Shares issued from Treasury, February 1, 2009
 at $0.021 per share                               1,000,000        1,000       20,000             --         21,000

Shares issued from Treasury, March 15, 2009
 at $0.075 per share                                 100,000          100        7,400             --          7,500

Net (Loss) for period ended April 30, 2009                --           --           --        (69,682)       (69,682)
                                                 -----------     --------     --------     ----------      ---------
Balance, April 30, 2009                           53,600,000       53,600        6,400        (71,351)       (11,351)
                                                 ===========     ========     ========     ==========      =========
Shares issued for services, May 15, 2009
 at $0.0075 per share                              2,000,000        2,000       13,000             --         15,000

Shares issued for services, May 15, 2009
 at $0.01 per share                                1,000,000        1,000        9,000             --         10,000

Shares issued for services, May 15, 2009
 at $0.0125 per share                                 20,000           20          230             --            250

Net (Loss) for period ended July 31, 2009                 --           --           --        (30,415)       (30,415)
                                                 -----------     --------     --------     ----------      ---------

Balance, July 31, 2009                            56,620,000     $ 56,620     $ 28,630     $ (101,766)     $ (16,516)
                                                 ===========     ========     ========     ==========      =========
</TABLE>


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

                                       5
<PAGE>
                       Air Transport Group Holdings, Inc.
                         (fka Azure International, Inc.)
                          (A Development Stage Company)
                            Statements of Cash Flows
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                   For the three     For the three       From Inception
                                                                    months ended      months ended   (November 26, 2007) to
                                                                      July 31,          July 31,            July 31,
                                                                       2009              2008                2009
                                                                    ----------        ----------          ----------
<S>                                                                 <C>               <C>                 <C>
OPERATING ACTIVITIES
  Net income (loss)                                                 $  (30,415)       $  (11,124)         $ (101,766)
  Non-cash adjustments
    Shares issued for services                                          25,250                --              25,250
    Accounts Payable                                                     1,625                --              10,200
                                                                    ----------        ----------          ----------
Net cash used in operating activities                                   (3,540)          (11,124)            (66,316)
                                                                    ----------        ----------          ----------

INVESTING ACTIVITIES                                                        --                --                  --
                                                                    ----------        ----------          ----------
Net cash used in investing activities                                       --                --                  --
                                                                    ----------        ----------          ----------
FINANCING ACTIVITIES
  Common shares issued @ $0.001 per share                                   --                --              53,600
  Additional paid-in capital                                                --                --               6,400
  Loans From Director                                                    3,540                --               6,316
                                                                    ----------        ----------          ----------
Net cash provided by financing activities                                3,540                --              66,316
                                                                    ----------        ----------          ----------

Incease (decrese) in cash during the period                                 --           (11,124)                 --
Cash at beginning of period                                                 --            30,619                  --
                                                                    ----------        ----------          ----------
CASH AT END OF PERIOD                                               $       --        $   19,495          $       --
                                                                    ==========        ==========          ==========
Cash Paid For:
  Interest                                                          $       --        $       --          $       --
                                                                    ==========        ==========          ==========
  Income Tax                                                        $       --        $       --          $       --
                                                                    ==========        ==========          ==========
Non-Cash Activities
  Shares issued in Lieu of Payment for Service                      $       --        $       --          $       --
                                                                    ==========        ==========          ==========
  Stock issued for accounts payable                                 $       --        $       --          $       --
                                                                    ==========        ==========          ==========
  Stock issued for notes payable and interest                       $       --        $       --          $       --
                                                                    ==========        ==========          ==========
  Stock issued for convertible debentures and interest              $       --        $       --          $       --
                                                                    ==========        ==========          ==========
  Convertible debentures issued for services                        $       --        $       --          $       --
                                                                    ==========        ==========          ==========
  Warrants issued                                                   $       --        $       --          $       --
                                                                    ==========        ==========          ==========
  Stock issued for penalty on default of convertible debentures     $       --        $       --          $       --
                                                                    ==========        ==========          ==========
  Note payable issued for finance charges                           $       --        $       --          $       --
                                                                    ==========        ==========          ==========
  Forgiveness of note payable and accrued interest                  $       --        $       --          $       --
                                                                    ==========        ==========          ==========
</TABLE>


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

                                       6
<PAGE>
                        AIR TRANSPORT GROUP HOLDINGS INC.
                         (fka Azure International, Inc.)
                          (A Development Stage Company)
                      Footnotes to the Financial Statements
                         From Inception to July 31, 2009
                             (Stated in US Dollars)


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

     Air Transport Group Holdings,  Inc (the "Company") was  incorporated  under
     the laws of the State of Nevada,  U.S. on November  26, 2007 under the name
     Azure International, Inc. On October 30, 2008, and effective as of the same
     date, the Company filed Articles of Merger  ("Articles") with the Secretary
     of State of the State of  Nevada,  to effect a merger  by and  between  Air
     Transport   Group   Holdings,   Inc.,  a  Nevada   corporation   and  Azure
     International, Inc. As a result of the merger, the Company changed its name
     to Air Transport Group Holdings, Inc.

     On March 10,  2009,  the  Company  completed  a forward  stock split of its
     common  stock on a ratio of ten shares for every one share of the  Company.
     The record  date of the forward  stock split was  February  27,  2009,  the
     payment date of the forward  split was March 9, 2009,  and the  ex-dividend
     date of the forward split was March 10, 2009. The forward split was payable
     as a  dividend,  thereby  requiring  no  action  by  shareholders,  nor any
     amendment to the articles of incorporation of the Company.

     The  Company is in the  development  stage as defined  under  Statement  on
     Financial  Accounting Standards No. 7, Development Stage Enterprises ("SFAS
     No.7").  The Company has not generated any revenue to date and consequently
     its operations are subject to all risks inherent in the  establishment of a
     new business enterprise.  For the period from inception,  November 26, 2007
     through July 31, 2009 the Company has accumulated  losses of $101,766.  The
     company  is in  the  airline  business  as an  independent  consultant  and
     contractor.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a. Accounting Method

     The Company's financial statements are prepared using the accrual method of
     accounting. The Company has elected an April 30 year-end.

     b. Revenue Recognition

     The Company recognizes  revenue when persuasive  evidence of an arrangement
     exists, goods delivered,  the contract price is fixed or determinable,  and
     collectability is reasonably assured.

     c. Income Taxes

     The Company  prepares  its tax returns on the  accrual  basis.  The Company
     accounts  for income  taxes under the  Statement  of  Financial  Accounting
     Standards No. 109,  "Accounting for Income Taxes"  ("Statement 109"). Under
     Statement 109,  deferred tax assets and  liabilities are recognized for the
     future tax consequences  attributable to differences  between the financial

                                       7
<PAGE>
     statement  carrying  amounts of existing  assets and  liabilities and their
     respective  tax bases.  Deferred  tax assets and  liabilities  are measured
     using enacted tax rates expected to apply to taxable income in the years in
     which those temporary  differences are expected to be recovered or settled.
     Under Statement 109, the effect on deferred tax assets and liabilities of a
     change in tax rates is recognized in income in the period that includes the
     enactment date.

     d. Use of Estimates

     The  preparation of the 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.

     e. Assets

     The company has no cash as of July 31, 2009.

     f. Income

     Income represents all of the Company's revenue less all its expenses in the
     period  incurred.  The  Company has no revenues as of July 31, 2009 and has
     paid expenses of $101,766  since  inception.  For the period ended July 31,
     2009 it has incurred expenses of $30,415.

     g. Recent Account Pronouncements

     June 2009,  the FASB issued  SFAS No. 166,  "Accounting  for  Transfers  of
     Financial Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). The
     provisions of SFAS 166, in part, amend the  derecognition  guidance in FASB
     Statement  No.  140,   eliminate  the  exemption  from   consolidation  for
     qualifying  special-purpose  entities and require  additional  disclosures.
     SFAS 166 is effective for financial  asset  transfers  occurring  after the
     beginning of an entity's  first fiscal year that begins after  November 15,
     2009.  The  Company  does not expect the  provisions  of SFAS 166 to have a
     material  effect on the financial  position,  results of operations or cash
     flows of the Company.

     In  June  2009,  the  FASB  issued  SFAS  No.  167,   "Amendments  to  FASB
     Interpretation  No. 46(R) ("SFAS 167").  SFAS 167 amends the  consolidation
     guidance  applicable to variable interest entities.  The provisions of SFAS
     167  significantly  affect the overall  consolidation  analysis  under FASB
     Interpretation  No. 46(R). SFAS 167 is effective as of the beginning of the
     first  fiscal year that begins after  November  15, 2009.  SFAS 167 will be
     effective  for the Company  beginning in 2010.  The Company does not expect
     the  provisions  of SFAS 167 to have a  material  effect  on the  financial
     position, results of operations or cash flows of the Company.

     In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting  Standards
     Codification and the Hierarchy of Generally Accepted Accounting  Principles
     - a replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No.
     168 the "FASB  Accounting  Standards  Codification"  ("Codification")  will
     become  the  source  of   authoritative   U.  S.  GAAP  to  be  applied  by
     nongovernmental entities. Rules and interpretive releases of the Securities
     and Exchange  Commission ("SEC") under authority of federal securities laws

                                       8
<PAGE>
     are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is
     effective for financial  statements  issued for interim and annual  periods
     ending after  September 15, 2009. On the effective  date, the  Codification
     will  supersede  all   then-existing   non-SEC   accounting  and  reporting
     standards.  All other  non-grandfathered  non-SEC accounting literature not
     included in the Codification will become non-authoritative. SFAS No. 168 is
     effective for the Company's  interim  quarterly  period  beginning  July 1,
     2009.  The Company  does not expect the adoption of SFAS No. 168 to have an
     impact on the financial statements.

     In June 2009, the Securities and Exchange  Commission's Office of the Chief
     Accountant  and Division of  Corporation  Finance  announced the release of
     Staff  Accounting  Bulletin (SAB) No. 112. This staff  accounting  bulletin
     amends or rescinds  portions of the interpretive  guidance  included in the
     Staff Accounting Bulletin Series in order to make the relevant interpretive
     guidance  consistent  with current  authoritative  accounting  and auditing
     guidance and  Securities  and Exchange  Commission  rules and  regulations.
     Specifically,  the staff is updating the Series in order to bring  existing
     guidance  into  conformity  with  recent  pronouncements  by the  Financial
     Accounting  Standards  Board,  namely,  Statement of  Financial  Accounting
     Standards No. 141 (revised 2007), Business  Combinations,  and Statement of
     Financial  Accounting  Standards  No.  160,  Non-controlling  Interests  in
     Consolidated  Financial  Statements.  The  statements  in staff  accounting
     bulletins are not rules or interpretations of the Commission,  nor are they
     published as bearing the  Commission's  official  approval.  They represent
     interpretations  and  practices  followed by the  Division  of  Corporation
     Finance  and the  Office  of the  Chief  Accountant  in  administering  the
     disclosure requirements of the Federal securities laws.

     In April  2009,  the FASB  issued FSP No.  FAS 107-1 and APB 28-1,  Interim
     Disclosures about Fair Value of Financial Instruments. This FSP amends FASB
     Statement No. 107,  Disclosures about Fair Value of Financial  Instruments,
     to  require  disclosures  about  fair value of  financial  instruments  for
     interim reporting periods of publicly traded companies as well as in annual
     financial  statements.  This FSP also amends APB  Opinion  No. 28,  Interim
     Financial  Reporting,  to require those disclosures in summarized financial
     information at interim reporting  periods.  This FSP shall be effective for
     interim  reporting periods ending after June 15, 2009. The Company does not
     have any fair value of financial instruments to disclose.

     In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition
     and Presentation of Other-Than-Temporary  Impairments.  This FSP amends the
     other-than-temporary  impairment  guidance in U.S. GAAP for debt securities
     to make the guidance more  operational and to improve the  presentation and
     disclosure  of   other-than-temporary   impairments   on  debt  and  equity
     securities in the  financial  statements.  The FSP does not amend  existing
     recognition  and  measurement  guidance  related  to   other-than-temporary
     impairments  of equity  securities.  The FSP shall be effective for interim
     and annual  reporting  periods  ending  after June 15,  2009.  The  Company
     currently    does    not    have   any    financial    assets    that   are
     other-than-temporarily impaired.

     In April 2009, the FASB issued FSP No. FAS 141(R)-1,  Accounting for Assets
     Acquired and Liabilities Assumed in a Business  Combination That Arise from
     Contingencies, to address some of the application issues under SFAS 141(R).
     The FSP deals with the  initial  recognition  and  measurement  of an asset
     acquired or a liability assumed in a business  combination that arises from
     a contingency  provided the asset or liability's  fair value on the date of

                                       9
<PAGE>
     acquisition  can be determined.  When the fair value can-not be determined,
     the FSP  requires  using the  guidance  under  SFAS No. 5,  Accounting  for
     Contingencies,  and FASB Interpretation (FIN) No. 14, Reasonable Estimation
     of the Amount of a Loss.  This FSP was effective for assets or  liabilities
     arising  from   contingencies  in  business   combinations  for  which  the
     acquisition  date is on or after January 1, 2009.  The adoption of this FSP
     has not  had a  material  impact  on our  financial  position,  results  of
     operations, or cash flows during the six months ended June 30, 2009.

     In April 2009, the FASB issued FSP No. FAS 157-4,  "Determining  Fair Value
     When the  Volume  and Level of  Activity  for the Asset or  Liability  Have
     Significantly Decreased and Identifying  Transactions That Are Not Orderly"
     ("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on estimating fair value
     when market activity has decreased and on identifying transactions that are
     not orderly. Additionally, entities are required to disclose in interim and
     annual  periods the inputs and  valuation  techniques  used to measure fair
     value.  This FSP is effective for interim and annual  periods  ending after
     June 15,  2009.  The Company  does not expect the adoption of FSP FAS 157-4
     will have a  material  impact on its  financial  condition  or  results  of
     operation.

     In October 2008, the FASB issued FSP No. FAS 157-3,  "Determining  the Fair
     Value of a Financial  Asset When the Market for That Asset is Not  Active,"
     ("FSP FAS 157-3"), which clarifies application of SFAS 157 in a market that
     is not active.  FSP FAS 157-3 was effective upon issuance,  including prior
     periods for which financial  statements have not been issued.  The adoption
     of FSP FAS  157-3 had no impact on the  Company's  results  of  operations,
     financial condition or cash flows.

     In  December  2008,  the FASB  issued  FSP No.  FAS 140-4 and FIN  46(R)-8,
     "Disclosures by Public Entities  (Enterprises) about Transfers of Financial
     Assets and Interests in Variable Interest  Entities." This  disclosure-only
     FSP improves  the  transparency  of  transfers  of financial  assets and an
     enterprise's   involvement  with  variable  interest  entities,   including
     qualifying  special-purpose  entities.  This FSP is effective for the first
     reporting  period  (interim or annual) ending after December 15, 2008, with
     earlier  application  encouraged.  The Company  adopted this FSP  effective
     January 1, 2009.  The  adoption  of the FSP had no impact on the  Company's
     results of operations, financial condition or cash flows.

     In  December  2008,  the FASB  issued  FSP No.  FAS  132(R)-1,  "Employers'
     Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1").
     FSP  FAS  132(R)-1   requires   additional  fair  value  disclosures  about
     employers' pension and  postretirement  benefit plan assets consistent with
     guidance contained in SFAS 157. Specifically, employers will be required to
     disclose  information about how investment  allocation  decisions are made,
     the fair value of each major category of plan assets and information  about
     the  inputs  and  valuation  techniques  used to  develop  the  fair  value
     measurements of plan assets.  This FSP is effective for fiscal years ending
     after  December 15,  2009.  The Company does not expect the adoption of FSP
     FAS  132(R)-1  will have a material  impact on its  financial  condition or
     results of operation.

     In  September   2008,  the  FASB  issued  exposure  drafts  that  eliminate
     qualifying  special  purpose  entities  from the  guidance of SFAS No. 140,
     "Accounting   for  Transfers   and   Servicing  of  Financial   Assets  and
     Extinguishments  of  Liabilities,"  and  FASB  Interpretation  46  (revised
     December  2003),   "Consolidation   of  Variable  Interest  Entities  -  an
     interpretation  of ARB No. 51," as well as other  modifications.  While the

                                       10
<PAGE>
     proposed revised  pronouncements  have not been finalized and the proposals
     are subject to further public comment,  the Company anticipates the changes
     will not have a significant impact on the Company's  financial  statements.
     The changes would be effective March 1, 2010, on a prospective basis.

     In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,  determining
     whether  instruments  granted  in  share-based  payment   transactions  are
     participating  securities,  ("FSP EITF 03-6-1").  FSP EITF 03-6-1 addresses
     whether  instruments  granted  in  share-based  payment   transactions  are
     participating  securities  prior  to  vesting,  and  therefore  need  to be
     included  in the  computation  of earnings  per share  under the  two-class
     method as described in FASB Statement of Financial Accounting Standards No.
     128,  "Earnings  per  Share." FSP EITF 03-6-1 is  effective  for  financial
     statements  issued for fiscal years beginning on or after December 15, 2008
     and earlier  adoption is prohibited.  We are not required to adopt FSP EITF
     03-6-1;  neither do we believe  that FSP EITF  03-6-1  would have  material
     effect on our consolidated  financial position and results of operations if
     adopted.

     In May 2008, the Financial  Accounting Standards Board ("FASB") issued SFAS
     No.  163,  "Accounting  for  Financial  Guarantee  Insurance  Contracts-and
     interpretation  of FASB  Statement  No.  60".  SFAS No. 163  clarifies  how
     Statement 60 applies to financial guarantee insurance contracts,  including
     the recognition and measurement of premium revenue and claims  liabilities.
     This statement also requires expanded disclosures about financial guarantee
     insurance  contracts.  SFAS No. 163 is effective for fiscal years beginning
     on or after December 15, 2008, and interim periods within those years. SFAS
     No. 163 has no effect on the Company's  financial  position,  statements of
     operations, or cash flows at this time.

     In May 2008, the Financial  Accounting Standards Board ("FASB") issued SFAS
     No. 162, "The Hierarchy of Generally Accepted Accounting Principles".  SFAS
     No.  162  sets  forth  the  level  of  authority  to  a  given   accounting
     pronouncement  or document by  category.  Where there might be  conflicting
     guidance  between two  categories,  the more  authoritative  category  will
     prevail.  SFAS No. 162 will become effective 60 days after the SEC approves
     the  PCAOB's  amendments  to AU  Section  411  of  the  AICPA  Professional
     Standards.  SFAS No. 162 has no effect on the Company's financial position,
     statements of operations, or cash flows at this time.

     In March 2008, the Financial  Accounting  Standards Board, or FASB,  issued
     SFAS  No.  161,  Disclosures  about  Derivative   Instruments  and  Hedging
     Activities--an  amendment of FASB Statement No. 133. This standard requires
     companies to provide enhanced  disclosures  about (a) how and why an entity
     uses  derivative  instruments,  (b) how derivative  instruments and related
     hedged  items  are  accounted  for  under  Statement  133 and  its  related
     interpretations,  and (c) how  derivative  instruments  and related  hedged
     items affect an entity's financial  position,  financial  performance,  and
     cash flows. This Statement is effective for financial statements issued for
     fiscal years and interim  periods  beginning  after November 15, 2008, with
     early  application  encouraged.   The  Company  has  not  yet  adopted  the
     provisions  of SFAS No.  161,  but does not  expect  it to have a  material
     impact on its  consolidated  financial  position,  results of operations or
     cash flows.

                                       11
<PAGE>
     h. Basic Income (Loss) Per Share

     In accordance with SFAS No.  128-"Earnings  Per Share",  the basic loss per
     common  share  is  computed  by  dividing  net  loss  available  to  common
     stockholders by the weighted  average number of common shares  outstanding.
     Diluted loss per common share is computed  similar to basic loss per common
     share  except that the  denominator  is  increased to include the number of
     additional  common shares that would have been outstanding if the potential
     common  shares had been  issued and if the  additional  common  shares were
     dilutive.  At July 31, 2009, the Company has no stock equivalents that were
     anti-dilutive and excluded in the earnings per share computation.

     i. Cash and Cash Equivalents

     For purposes of the  statement  of cash flows,  the company  considers  all
     highly liquid  investments  purchased with maturity of three months or less
     to be cash equivalents. As of July 31, 2009 the company had no cash.

     j. Liabilities

     Liabilities are made up of current  liabilities and long-term  liabilities.
     Current  liabilities  include accounts payable of $10,200.  There is a long
     term liability of $6,316 outstanding for the company. The loan of $6,316 is
     a related part loan as it is lent from a director. The loan is non-interest
     bearing loan with no fixed due date.

     Share Capital

     a) Authorized:

     75,000,000 common shares with a par value of $0.001

     b) Issued:

     The  authorized  capital of the Company is 75,000,000  common shares with a
     par value of $0.001  per  share.  In  February  2008,  the  Company  issued
     30,000,000 shares of common stock at a price of $0.0001 per share for total
     cash proceeds of $3,000.

     In February 2008, the Company issued 21,000,000 shares of common stock at a
     price of $0.001 per share for total cash proceeds of $21,000.

     In March 2008, the Company also issued  1,500,000 shares of common stock at
     a price of $0.005 per share for total cash proceeds of $7,500.

     On February 1, 2009, the Company issued 1,000,000 shares of common stock at
     a price of $0.021 per share for total cash proceeds of $21,000.

     On March 15, 2009,  the Company also issued  100,000 shares of common stock
     at a price of $0.075 per share for total cash proceeds of $7,500.

     On March 10,  2009,  the  Company  completed  a forward  stock split of its
     common  stock on a ratio of ten shares for every one share of the  Company.
     The record  date of the forward  stock split was  February  27,  2009,  the
     payment date of the forward  split was March 9, 2009,  and the  ex-dividend

                                       12
<PAGE>
     date of the forward split was March 10, 2009. The forward split was payable
     as a  dividend,  thereby  requiring  no  action  by  shareholders,  nor any
     amendment to the articles of incorporation of the Company.

     On May 15, 2009, the Company  issued a total of 3,020,000  shares of common
     stock at an average  price of $0.01 per share for the services  provided to
     the Company during the three months ended July 31, 2009.

     There  are no  preferred  shares  authorized.  The  Company  has  issued no
     preferred shares.

     The  Company  has  no  stock  option  plan,   warrants  or  other  dilutive
     securities.

     k. Advertising

     The Company expenses advertising as incurred. To this date, the Company has
     incurred no advertising expenses.

     l. Property Note

     The  Company  does  not own or rent  any  property.  The  office  space  is
     contributed by a director at no charge.

NOTE 3 - REALATED PARTY

     As of July 31, 2009 the Company owes a director $6,316 for expenses paid on
     behalf of the  Company.  The amount is non  interest  bearing  and due upon
     demand. Imputed interest is not considered to material.

NOTE 4 - GOING CONCERN

     The accompanying  financial statements have been prepared assuming that the
     Company  will  continue  as  a  going  concern,   which   contemplates  the
     realization  of assets and the  liquidation  of  liabilities  in the normal
     course of business. However, the Company has accumulated a loss and is new.
     This raises  substantial doubt about the Company's ability to continue as a
     going concern. The financial statements do not include any adjustments that
     might result from this uncertainty.

     As shown in the accompanying financial statements, the Company has incurred
     a net loss of $101,766  for the period from  inception to July 31, 2009 and
     has not generated any revenues. The future of the Company is dependent upon
     its ability to obtain financing and upon future profitable  operations from
     the  development of  acquisitions.  Management has plans to seek additional
     capital  through a private  placement  and  public  offering  of its common
     stock. The financial  statements do not include any adjustments relating to
     the recoverability and classification of recorded assets, or the amounts of
     and  classification of liabilities that might be necessary in the event the
     Company cannot continue in existence.

                                       13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD LOOKING STATEMENTS

The information in this discussion  contains  forward-looking  statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  These  forward-looking   statements  involve  risks  and  uncertainties,
including statements regarding Air Transport Group Holdings, Inc (the "Company")
capital needs,  business  strategy and  expectations.  Any statements  contained
herein  that  are  not  statements  of  historical  facts  may be  deemed  to be
forward-looking  statements.  In some cases,  you can  identify  forward-looking
statements by terminology such as "may",  "will",  "should",  "expect",  "plan",
"intend",  "anticipate",   "believe",  "estimate",   "predict",  "potential"  or
"continue",  the negative of such terms or other comparable terminology.  Actual
events or results may differ  materially.  In evaluating these  statements,  you
should consider various factors,  including the risks outlined below,  and, from
time to time, in other reports the Company files with the SEC. These factors may
cause the Company's actual results to differ materially from any forward-looking
statement.  The  Company  disclaims  any  obligation  to publicly  update  these
statements,  or disclose  any  difference  between its actual  results and those
reflected  in these  statements.  The  information  constitutes  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.

As used in this quarterly report, the terms "we," "us," "our," and "our company"
mean Air Transport Group Holdings,  Inc. unless otherwise indicated.  All dollar
amounts in this quarterly report are in U.S. dollars unless otherwise stated.

OVERVIEW

Air Transport Group Holdings,  Inc ("the  Company") was  incorporated  under the
laws of the State of Nevada,  U.S.  on  November  26,  2007 under the name Azure
International,  Inc. On October 30, 2008, and effective as of the same date, the
Company filed Articles of Merger ("Articles") with the Secretary of State of the
State of Nevada, to effect a merger by and between Air Transport Group Holdings,
Inc.,  a Nevada  corporation  and Azure  International,  Inc. As a result of the
merger, the Company changed its name to Air Transport Group Holdings, Inc.

STRATEGY

Air Transport Group Holdings is in the business of acquiring  aviation,  travel,
and leisure  companies.  By acquiring  multiple small to mid size companies AITG
plans to increase its efficiencies by consolidate management expenses, negotiate
preferred rates with vendors, and increasing its asset base.

RESULTS OF OPERATIONS FOR THE PERIOD ENDED JULY 31, 2009

The accompanying  financial  statements show that the Company has incurred a net
loss of $30,415 for the three month  period  ended July 31, 2009 and has not yet
generated any revenues that can offset operating expenses. We anticipate that we
will  not  earn  revenues  until  such  time as we  have  further  advanced  the
development  of our company.  We are presently in the  development  stage of our
business  and we can  provide  no  assurance  of our  ability  to obtain  future
profitable operation of our cooperation.

                                       14
<PAGE>
LIQUIDITY AND FINANCIAL CONDITION

Based on our current  operating plan, we do not expect to generate  revenue that
is sufficient to cover our expenses for at least the next year. In addition,  we
do not have sufficient  cash and cash  equivalents to execute our operations for
the next  year.  We will need to obtain  additional  financing  to  operate  our
business for the next twelve months. We will raise the capital necessary to fund
our  business  through a private  placement  and public  offering  of our common
stock.  Additional  financing,  whether through public or private equity or debt
financing,  arrangements  with shareholders or other sources to fund operations,
may not be available,  or if available,  may be on terms unacceptable to us. Our
ability to maintain  sufficient  liquidity  is dependent on our ability to raise
additional capital. If we issue additional equity securities to raise funds, the
ownership  percentage  of  our  existing  shareholders  would  be  reduced.  New
investors  may  demand  rights,  preferences  or  privileges  senior to those of
existing  holders of our common  stock.  Debt  incurred by us would be senior to
equity in the ability of debt holders to make claims on our assets. The terms of
any debt issued could impose  restrictions on our operations.  If adequate funds
are not available to satisfy either short or long-term capital requirements, our
operations and liquidity could be materially  adversely affected and we could be
forced to cease operations.

OFF-BALANCE SHEET ARRANGEMENTS

We  have  no  significant  off-balance  sheet  arrangements  that  have  or  are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
stockholders.

INFLATION

In the opinion of  management,  inflation  has not had a material  effect on our
operations.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have  not  incurred  any  research  or  development  expenditures  since  our
incorporation.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patent or trademark.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We evaluated the  effectiveness of our disclosure  controls and procedures as of
the date of this report.  This  evaluation  was  conducted by our  President and
Chief Executive Officer, Arnold Leonora.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to the  Securities  Exchange  Act of 1934,  as amended,  is  recorded,
processed, summarized and reported.

                                       15
<PAGE>
Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting.  Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934, as amended,  as a process designed by, or under the supervision of,
the company's  principal executive and principal financial officers and effected
by the company's board of directors,  management and other personnel, to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
accounting  principles  generally  accepted in the United  States of America and
includes those policies and procedures that:

     -    Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the company;

     -    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with accounting  principles generally accepted in the United States of
          America and that  receipts and  expenditures  of the company are being
          made  only  in  accordance  with   authorizations  of  management  and
          directors of the company; and

     -    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  company's
          assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may  deteriorate.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those
systems  determined to be effective can provide only  reasonable  assurance with
respect to financial  statement  preparation  and  presentation.  Because of the
inherent  limitations  of  internal  control,  there  is a  risk  that  material
misstatements  may not be  prevented  or detected on a timely  basis by internal
control over financial reporting.  However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

As of July 31,  2009  management  assessed  the  effectiveness  of our  internal
control over financial  reporting  based on the criteria for effective  internal
control over financial  reporting  established  in Internal  Control--Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission  ("COSO") and SEC guidance on conducting such  assessments.  Based on
that evaluation,  they concluded that, during the period covered by this report,
such  internal  controls  and  procedures  were  not  effective  to  detect  the
inappropriate  application of US GAAP rules as more fully described below.  This
was due to deficiencies  that existed in the design or operation of our internal
controls over financial  reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.

The matters  involving  internal  controls and  procedures  that our  management
considered to be material  weaknesses  under the standards of the Public Company
Accounting  Oversight Board were: (1) lack of a functioning  audit committee due
to a lack of a majority  of  independent  members  and a lack of a  majority  of
outside directors on our board of directors,  resulting in ineffective oversight
in  the   establishment   and  monitoring  of  required  internal  controls  and
procedures;  (2)  inadequate  segregation  of  duties  consistent  with  control
objectives;  and (3) ineffective  controls over period end financial  disclosure

                                       16
<PAGE>
and reporting processes.  The aforementioned material weaknesses were identified
by our Chief  Executive  Officer in connection  with the review of our financial
statements as of July 31, 2009.

Management  believes that the material weaknesses set forth in items (2) and (3)
above did not have an  effect  on our  financial  results.  However,  management
believes  that  the  lack of a  functioning  audit  committee  and the lack of a
majority of outside  directors on our board of directors  results in ineffective
oversight in the  establishment and monitoring of required internal controls and
procedures,  which  could  result in a material  misstatement  in our  financial
statements in future periods.

MANAGEMENT'S REMEDIATION INITIATIVES

In  an  effort  to  remediate  the  identified  material  weaknesses  and  other
deficiencies and enhance our internal  controls,  we have initiated,  or plan to
initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives
and will increase our personnel  resources  and technical  accounting  expertise
within the  accounting  function when funds are available to us. And, we plan to
appoint one or more outside  directors  to our board of  directors  who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal  controls and procedures such as reviewing and approving  estimates and
assumptions made by management when funds are available to us.

Management  believes that the appointment of one or more outside directors,  who
shall be appointed to a fully functioning audit committee,  will remedy the lack
of a functioning  audit committee and a lack of a majority of outside  directors
on our Board.

We anticipate that these  initiatives will be at least partially,  if not fully,
implemented  by December  31,  2009.  Additionally,  we plan to test our updated
controls and remediate our deficiencies by December 31, 2009.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our  internal  controls  over  financial  reporting  that
occurred  during  the  period  covered  by this  report,  which  has  materially
affected,  or is reasonably likely to materially  affect,  our internal controls
over financial reporting.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any material legal  proceedings  and to our knowledge,  no
such proceedings are threatened or contemplated.

ITEM 1A. RISK FACTORS.

Not applicable.

                                       17
<PAGE>
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

No matters were  submitted to our security  holders for a vote during the period
ending January 31, 2009.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit Number                         Description of Exhibit
--------------                         ----------------------

    31.1          Certification  by Chief Executive  Officer and Chief Financial
                  Officer  required by Rule  13a-14(a) or Rule  15d-14(a) of the
                  Exchange  Act,  promulgated  pursuant  to  Section  302 of the
                  Sarbanes-Oxley Act of 2002, filed herewith

    32.1          Certification  by Chief Executive  Officer and Chief Financial
                  Officer,  required by Rule  13a-14(b) or Rule 15d-14(b) of the
                  Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
                  United States Code, promulgated pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002 filed herewith

                                       18
<PAGE>
                                   SIGNATURES

In accordance with the  requirements of the Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: October 15, 2009

          SIGNATURE                         TITLE                     DATE
          ---------                         -----                     ----


By: /s/ Arnold Leonora              President and Director      October 15, 2009
   -----------------------------
   Arnold Leonora


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