United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

    X          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
---------      SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended April 30, 2007
                                              --------------
                                       OR
               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
---------      SECURITIES EXCHANGE ACT OF 1934

               For the transition period from___________ to ____________

                         Commission File Number 0-21995
                                                -------

                          FIRST AVIATION SERVICES INC.
                          (Exact name of registrant as
                            specified in its charter)

               Delaware                                    06-1419064
               --------                                    ----------
               (State or other jurisdiction                (I.R.S. Employer
               of incorporation or organization)           Identification No.)

             15 Riverside Avenue, Westport, Connecticut, 06880-4214
             ------------------------------------------------------
                    (Address of principal executive offices)

                                 (203) 291-3300
                                 --------------
                         (Registrant's telephone number)

                                       N/A
        -----------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) 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 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 _X_  No ___

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Check One:

  Large Accelerated Filer ___  Accelerated Filer ___  Non-Accelerated Filer _X_

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

The number of shares outstanding of the registrant's common stock as of June 1,
2007 is 7,373,613



<PAGE>


                          First Aviation Services Inc.

                                      Index

                         Part I - Financial Information
                         ------------------------------



Item 1.  Financial Statements (Unaudited):

         Consolidated Condensed Balance Sheets................................ 3
         Consolidated Condensed Statements of Operations...................... 4
         Consolidated Condensed Statements of Cash Flows...................... 5
         Notes to Consolidated Condensed Financial Statements.............. 6-10

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................ 11-15

Item 3.  Quantitative and Qualitative Disclosures about Market Risks......... 16

Item 4.  Controls and Procedures............................................. 16

Item 4T. Controls and Procedures............................................. 16


                           Part II - Other Information
                           ---------------------------

Item 1.  Legal Proceedings................................................... 17

Item 1A. Risk Factors........................................................ 17

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds......... 17

Item 3.  Defaults Upon Senior Securities..................................... 17

Item 4.  Submission of Matters to a Vote of Security Holders................. 17

Item 5.  Other Information .................................................. 17

Item 6.  Exhibits ........................................................... 17


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
-----------------------------

<TABLE>
<CAPTION>
                          First Aviation Services Inc.

                      Consolidated Condensed Balance Sheets
                      (in thousands, except share amounts)


                                                                         April 30,       January 31,
                                                                           2007             2007
                                                                       -------------    -------------
                                                                        (unaudited)          *
<S>                                                                     <C>              <C>
Assets
Current assets:
   Cash and cash equivalents                                            $       351      $     1,745
   Trade receivables, net of allowance for doubtful                          22,607           20,847
    accounts of $1,847 and $2,015, respectively
   Inventory, net of allowance for obsolete and slow moving                  34,012           33,069
    inventory of $5,426 and $6,402, respectively
   Prepaid expenses and other                                                 1,896            1,479
                                                                       -------------    -------------

Total current assets                                                         58,866           57,140

Plant and equipment, net                                                      4,921            5,095
                                                                       -------------    -------------

Total Assets                                                            $    63,787      $    62,235
                                                                       =============    =============

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                                     $    14,565      $    12,880
   Accrued compensation and related expenses                                    758              845
   Other accrued liabilities                                                  1,842            2,880
   Revolving line of Credit                                                  23,430           22,100
   Notes payable                                                                306              340
   Income taxes payable                                                           -                -
                                                                       -------------    -------------

Total current liabilities                                                    40,901           39,045

   Long-term liabilities                                                        205              189
   Notes payable, less current portion                                          957              956
                                                                       -------------    -------------

Total liabilities                                                            42,063           40,190

Stockholders' equity:

   Common stock, $0.01 par value, 25,000,000 shares authorized,                  91               91
    9,135,699 shares issued
   Additional paid-in capital                                                38,804           38,787
   Accumulated deficit                                                       (8,578)          (8,145)
   Accumulated other comprehensive income                                       575              449
                                                                       -------------    -------------

                                                                             30,892           31,182
   Less:  Treasury stock, at cost, 1,762,086 and 1,756,848                   (9,168)          (9,137)
    shares, respectively
                                                                       -------------    -------------

Total stockholders' equity                                                   21,724           22,045
                                                                       -------------    -------------

Total liabilities and stockholders' equity                              $    63,787      $    62,235
                                                                       =============    =============
</TABLE>

See accompanying notes.

* Balances were derived from the audited balance sheet as of January 31, 2007.


                                       3
<PAGE>


<TABLE>
<CAPTION>
                          First Aviation Services Inc.

           Consolidated Condensed Statements of Operations (Unaudited)
                      (in thousands, except share amounts)


                                                                             Three months ended
                                                                                  April 30,
                                                                            2007             2006
                                                                       -------------    -------------

<S>                                                                     <C>             <C>
Net sales                                                               $    32,676     $     29,242
Cost of sales                                                                26,709           23,515
                                                                       -------------    -------------

Gross profit                                                                  5,967            5,727
Selling, general and administrative expenses                                  5,120            5,045
Corporate expenses                                                              509              619
                                                                       -------------    -------------

Income from operations                                                          338               63
Net interest income (expense)                                                  (432)            (281)
Foreign currency transaction loss                                              (319)             (21)
                                                                       -------------    -------------

Loss before income taxes                                                       (413)            (239)
Provision for income taxes                                                      (20)             (27)
                                                                       -------------    -------------

Net loss                                                                $      (433)     $      (266)
                                                                       =============    =============


Basic net loss per share, and net loss
 per share - assuming dilution:

Basic net loss per share                                                $     (0.06)     $     (0.04)
                                                                       =============    =============

Net loss per share - assuming dilution                                  $     (0.06)     $     (0.04)
                                                                       =============    =============

Weighted average shares outstanding - basic                               7,373,672        7,353,250
                                                                       =============    =============

Weighted average shares outstanding - assuming dilution                   7,373,672        7,353,250
                                                                       =============    =============
</TABLE>

See accompanying notes.


                                       4
<PAGE>


<TABLE>
<CAPTION>
                          First Aviation Services Inc.

           Consolidated Condensed Statements of Cash Flows (Unaudited)
                                 (in thousands)


                                                                             Three months ended
                                                                                  April 30,
                                                                            2007             2006
                                                                       -------------    -------------
<S>                                                                     <C>              <C>
Cash flows from operating activities
Net loss                                                                $      (433)     $      (266)
Adjustments to reconcile net loss to net cash used in
 operating activities - non-cash expense (income):
   Depreciation and amortization                                                420              354
   Equity based compensation                                                      5               32
   Other                                                                         (2)               -
(Increase) decrease in working capital assets:
   Trade receivables                                                         (1,755)          (1,513)
   Inventory                                                                   (673)             491
   Prepaid expenses and other                                                   199              (21)
(Increase) decrease in working capital liabilities:
   Accounts payable                                                           1,099           (2,725)
   Accrued compensation and related expenses, and other
    accrued liabilities                                                      (1,340)            (897)
                                                                       -------------    -------------

Net cash used in operating activities                                        (2,480)          (4,545)

Cash flows from investing activities
Purchases of plant and equipment                                               (244)            (823)
                                                                       -------------    -------------

Net cash used in investing activities                                          (244)            (823)

Cash flows from financing activities
Borrowings on revolving line of credit                                        1,330              500
Repayments on revolving line of credit                                            -             (500)
Repayments on notes payable                                                     (33)            (345)
                                                                       -------------    -------------

Net cash provided by (used in) financing activities                           1,297             (345)
                                                                       -------------    -------------

Effect of exchange rate changes on cash and cash equivalents                     33              (24)
                                                                       -------------    -------------
Net decrease in cash and cash equivalents                                    (1,394)          (5,737)

Cash and cash equivalents at beginning of period                              1,745            9,488
                                                                       -------------    -------------

Cash and cash equivalents at end of period                              $       351      $     3,751
                                                                       =============    =============
</TABLE>

See accompanying notes.


                                       5
<PAGE>

                          First Aviation Services Inc.

        Notes to Consolidated Condensed Financial Statements (Unaudited)
               (in thousands, except share and per share amounts)

                                 April 30, 2007

1.  Basis of Presentation

First Aviation Services Inc. ("First Aviation"), together with its wholly owned
subsidiaries Aerospace Products International, Inc. ("API"), Aircraft Products
International, Ltd. ("API Ltd."), API Asia Pacific Inc. ("API Asia Pacific"),
API Europe, Ltd. ("API Europe"), and API China, Inc. ("API China"),
(collectively, the "Company"), is one of the leading suppliers of services to
the aviation industry worldwide. The services the Company provides the aviation
industry include the sale of aircraft parts and components, the provision of
supply chain management services, overhaul and repair services for brakes and
starter/generators, and the assembly of custom hoses. The Company's principal
executive offices are located at 15 Riverside Avenue, Westport, Connecticut
06880. Customers of the Company include original equipment manufacturers,
aircraft manufacturers, passenger and cargo airlines, fleet operators, corporate
aircraft operators, flight training schools, fixed base operators, certified
repair facilities, governments and military services. The accompanying unaudited
consolidated condensed financial statements of the Company have been prepared in
accordance with U.S. generally accepted accounting principles for interim
financial information, and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required for complete financial statements. In the opinion of
management, all material adjustments, including the elimination of intercompany
balances and transactions, and normal recurring accruals considered necessary
for a fair presentation, have been included in the accompanying unaudited
consolidated condensed financial statements. Operating results for the three
months ended April 30, 2007 are not necessarily indicative of the results that
may be expected for the full fiscal year ending January 31, 2008. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Form 10-K for the year ended January 31, 2007.
Certain amounts have been reclassified to conform to the current year
presentation. The effect of the reclassifications did not impact the financial
position or results of operations.

As discussed in Note 7, the Company has a Second Amended and Restated Loan
and Security Agreement with TD BankNorth, N.A, under which API and API Ltd. are
the borrowers. The agreement provides for a Revolving Loan Facility (as defined
in Note 7). The agreement also provided for a separate Term Loan Facility which
was terminated as of April 27, 2007, pursuant to an amendment to the agreement.

The Company is presently in discussions with its lender, TD BankNorth, to
amend its loan and security agreement to increase the Revolving Loan Facility's
maximum borrowing capacity to $32 million from its current borrowing limit of
$25 million. As of June 19, 2007, API and API Ltd. has no additional
availability under its Revolving Loan Facility, as availability under the
facility has been primarily impacted by increases in inventory and receivables
and payments on accounts payable. The Company believes that a $32 million credit
facility will be adequate to cover its liquidity needs through the year ended
January 31, 2008. Additionally, the Company is reviewing its overhead spending,
deferring capital projects, reviewing pricing, and reviewing its freight pricing
policies in an effort to reduce its working capital needs. While there can be no
assurance that the Company will be successful in obtaining a new or amended
agreement with the lender or in obtaining alternative financing, the Company
believes it can obtain the necessary financing.

2.  Weighted Average Shares Outstanding - Assuming Dilution

The following sets forth the denominator used in the computation of net loss per
share - assuming dilution:


                                                     Three months ended
                                                          April 30,
                                                    2007             2006
                                               -------------    -------------
  Denominator:
    Denominator for basic net loss
     per share - weighted average shares          7,373,672        7,353,250

    Effect of dilutive employee stock options             -                -
                                               -------------    -------------

    Denominator for net loss per
     share - assuming dilution, adjusted
     weighted average shares and assumed
     dilutions                                    7,373,672        7,353,250
                                               =============    =============

For the three months ended April 30, 2006, the denominator used in the
calculation of loss per share - assuming dilution, was the same as the
denominator used for basic loss per share because the effect of options would
have been antidilutive. The number of potential shares of common stock that were
excluded from the computation of diluted earnings per share because their effect
was antidilutive for the three months ended April 30, 2006, was 3,810 shares.
There were no potentially dilutive common shares for the three months ended
April 30, 2007.


                                       6
<PAGE>

3.  Stock Based Compensation and Stock Options Issued to Employees

The Company's non-employee directors receive a portion of their annual
compensation in the Company's stock. The value of stock issued is equivalent to
the compensation expense, and the number of shares issued is based upon the fair
market value per share at the date issued. The Company's non-employee directors
receive compensation in cash for committee meetings and special board meetings,
excluding the four regularly scheduled board meetings and the annual
shareholders' meeting that is paid in stock as part of their annual
compensation. For the three months ended April 30, 2007 and April 30, 2006, the
Company issued nil and 4,476 shares respectively, to directors in lieu of board
fees.

The Company also has a Stock Incentive Plan (the "Plan"). The Plan provided for
the grant of incentive stock options, nonqualified stock options, stock
appreciation rights, stock grants and stock purchase rights. The Company's
shareholders voted at the 2003 annual meeting to approve the increase in the
number of shares available under the Plan. On September 12, 2003, the Company
filed a registration statement on Form S-8 to register 200,000 additional shares
of common stock, for issuance pursuant to awards under the Plan. Subsequently, a
total of 1,200,000 shares of common stock have been reserved for issuance under
the Plan. Only employee stock options and shares issued to directors had been
issued under the Plan. On May 30, 2007, the Board of Directors adopted, subject
to stock holder approval, the 2007 First Aviation Stock Incentive Plan (the
"2007 Stock Incentive Plan"). The Board has directed that the proposal to
approve the 2007 Stock Incentive Plan be submitted to the Company's stockholders
for their approval at the Annual Meeting. If approved by the stockholders, the
2007 stock incentive Plan will replace the Plan, which became effective on
January 24, 1997. The Plan expired after ten years, on January 24, 2007, in
accordance with its terms, and no further grants were made under the plan
subsequent to the expiration date of the plan.

The Company has generally granted and subject to the approval of the 2007 Stock
Incentive Plan expects to continue to generally grant stock options to its
employees for a fixed number of shares with an exercise price equal to the fair
market value of the stock on the date of grant. In February 2006, the Company
adopted Financial Accounting Standards Board ("FASB") Statement 123(R), Share
Based Payments ("FAS 123(R)"). As required under FAS 123(R), the Company
recognized expenses of $5 and $14 in corporate expenses for options vested for
the three month periods ended April 30, 2007 and 2006, respectively. The fair
value of each option issued was estimated at the date of grant. There were no
options issued during the three months ended April 30, 2007 and 2006.

The Company has an Employee Stock Purchase Plan ("ESPP"). Under the ESPP,
250,000 shares of common stock have been reserved for issuance. With certain
limitations, the plan allows for eligible employees to purchase stock through
payroll deductions at 85% of the lower of the fair market value of the Company's
common stock as of the first day of each semi-annual offering period or the fair
market value of the stock at the end of the offering period. Under FAS 123(R),
compensation charges are recorded for the ESPP. No shares were issued under the
ESPP during the three months ended April 30, 2007 and 2006.

4.  Comprehensive Loss

Accumulated other comprehensive income results from the translation of accounts
into U.S. dollars where the functional currency is the Canadian dollar. The
decrease to net loss to arrive at comprehensive loss during the three months
ended April 30, 2007 and 2006 was due to a decrease in the value of the U.S.
dollar relative to the Canadian dollar. Comprehensive loss for the periods shown
was as follows:


                                       7
<PAGE>

                                                     Three months ended
                                                          April 30,
                                                    2007             2006
                                               -------------    -------------

Net loss as reported                            $      (433)     $      (266)

Net impact of foreign currency translation
 adjustments - gain                                     126               27
                                               -------------    -------------

Comprehensive loss                              $      (307)     $      (239)
                                               =============    =============

5.  Income Taxes

The Company recorded a tax provision for income taxes related to foreign income
tax expense estimates for its international operations. No provision is made for
U.S. taxation due to the Company having sufficent net operating loss
carryforwards that would be utilized to offset any pre-tax income. No deferred
tax provision is recorded because it would be offset by a change in the deferred
valuation allowance. The Company does not record a tax benefit for U.S. purposes
due to the deferred valuation allowance recorded, as it is more likely than not
that the deferred tax asset will not be realized.

In 2006, the Financial Accounting Standards Board issued FASB Interpretation No.
48 (FIN 48), which clarifies the accounting for uncertainty in tax positions.
FIN 48 requires that we recognize in our financial statements the impact of a
tax position, if that position is more likely than not of being sustained on
audit, based on the technical merits of the position. We adopted the provisions
of FIN 48 as of the beginning of our 2008 fiscal year. The adoption of FIN 48,
did not result in a cumulative effect adjustment to retained earnings.

As of the beginning of our 2008 fiscal year, the Company had no unrecognized tax
benefits. Any prospective adjustments to unrecognized tax benefits will be
recorded as an increase or decrease to provision for income taxes and would
impact our effective tax rate. In addition, our practice is to accrue interest
related to income tax matters as interest expense. The Company had no related
interest expense accrued as of February 1, 2007. We do not believe the
unrecognized tax benefits will increase during the next twelve months.

We file income tax returns in the U.S. federal jurisdiction, various state and
local jurisdictions, and three foreign jurisdictions.

The number of years with open tax audits varies depending on the tax
jurisdiction. Our major taxing jurisdictions include the U.S., Canada, the
Phillippines and China. None of our company income tax returns are presently
under examination. Under the statute of limitations, returns for the fiscal year
ended January 31, 2004 and later may be subject to audit.

6.  Related Parties

The Company and First Equity Development Inc. ("First Equity"), the wholly-owned
subsidiary of First Equity Group, Inc., and the majority stockholder of the
Company, have an agreement relating to the allocation of potential investment
and acquisition opportunities in the aerospace parts distribution and logistics
businesses. The agreement was approved by the independent members of the Board
of Directors on a month-to-month basis effective February 1, 2004. First Equity
Group, Inc. is beneficially owned by Mr. Aaron P. Hollander, Chairman of the
Board and Chief Executive Officer of the Company and Mr. Michael C. Culver,
former Vice-Chairman, President and Chief Executive Officer of the Company.
Pursuant to the agreement, neither First Equity nor any of its majority-owned
subsidiaries will consummate any acquisition of a majority interest in any
aerospace parts distribution and logistics business anywhere in the world (a
"Covered Acquisition"), without first notifying the Company and providing the
Company with the opportunity to effect the Covered Acquisition for its own
account. The Company's decision as to whether to effect the Covered Acquisition
will be made by the independent members of the Board of Directors of the
Company. The agreement can be terminated by either party upon 30 days written
notice to the other party. The agreement does not apply to any proposed
acquisition by First Equity of any business that generates less than 15% of its
aggregate net sales from aerospace parts distribution or logistics, or to any
advisory services performed by First Equity on behalf of third parties.


                                       8
<PAGE>


The Company subleases from First Equity approximately 3,000 square feet of
office space in Westport, Connecticut. The leased space is utilized by the
Company as its corporate headquarters. First Equity also utilizes space in the
same premises. The sublease, which became effective on April 21, 1997, is for a
period of 10 years, and is cancelable by either party with six months notice.
First Equity has renewed the lease for an addtional five-year period beginning
in April 2007. Lease payments under this sublease totaled approximately $24 and
$27, for the three months ended April 30, 2007, and 2006.

The Company and First Equity also share certain common expenses that arise from
sharing office space in Westport, CT. The Company reimburses First Equity and
vice versa, for expenses each entity incurs related to the common usage of the
office space. The amounts are included in the Company's corporate expenses, and
include expenses such as telephone, computer consulting, office cleaning, office
supplies and utilities. The expenses are allocated based on base salaries of the
Company's and First Equity's personnel working in the shared space. Common
expenses are approved by the Company and First Equity, prior to expenditure,
when not of a recurring nature. The allocations are reviewed by the Company's
CFO and the Controller of First Equity each month. In addition, a member of the
Company's audit committee reviews the allocation of expenses quarterly. Some
business development expenses, such as joint marketing expense and business
organizational dues, are shared on an equal basis. Management believes this
method of allocation is reasonable. In addition, the amounts reimbursed by the
Company are the actual costs incurred for the expense. The Company reimbursed
First Equity, $10 and $11, for the three months ended April 30, 2007, and 2006,
respectively.

In order to simplify the administration of payroll, certain employees of the
Company who are authorized to perform services for both the Company and First
Equity are paid through the payroll of First Equity. Employees of the Company
who work exclusively for the Company are paid through the payroll of API, the
Company's principal subsidiary.

7.  Revolving Line of Credit

                                                     April 30,      January 31,
                                                       2007             2007
                                                  -------------    -------------

Revolving line of credit and term loan             $    23,430      $    22,100
                                                  =============    =============


On January 11, 2007, API and API Ltd. entered into a Second Amended and Restated
Loan and Security Agreement ("the Agreement") with TD Banknorth, NA. This
Agreement, which expires on September 1, 2008, replaced the Company's previously
existing $25 million revolving credit facility with the Lender's
predecessor-in-interest, which was scheduled to expire September 1, 2007. The
Agreement provides for a senior revolving credit facility (the Revolving Loan
Facility) in the amount of $25 million, subject to a borrowing base based on a
formula of qualifying assets as well as outstanding letters of credit. The
Revolving Loan Facility includes a $1.0 million sublimit for the issuance of
letters of credit. The proceeds of any loans made under the Revolving Loan
Facility will be used for working capital purposes in the ordinary course of
business.

The Revolving Loan Facility bears interest at API's option (i) at the prime rate
in effect from time to time, (ii) at the adjusted LIBOR for the applicable
interest period plus 150 or 175 basis points depending upon API's financial
ratios, or (iii) at the FHLB Rate (Federal Home Loan Bank Rate). The Agreement
contains a number of covenants, including restrictions on mergers,
consolidations and acquisitions, the incurrence of indebtedness, transactions
with affiliates, the creation of liens, and limitations on capital expenditures.
Pursuant to the terms and conditions of the Agreement, the payment of dividends
on the Company's common stock is prohibited, except with the lender's consent,
and the Company is required to maintain minimum levels of Tangible Capital Base
and specified Debt Service Coverage. Substantially all of the Company's Domestic
and Canadian assets are pledged as collateral under the Agreement, and the
Company guarantees all borrowings under the Agreement.

The entire Revolving Loan Facility is classified as current debt based upon
the subjective acceleration clause and required lockbox cash management
agreement. At April 30, 2007, borrowings under the Revolving Loan Facility and
Term Loan Facility totaled $23.4 million, at an interest rate of approximately
7.1%.

The Agreement also provides for a Term Loan Facility (the "Term Loan Facility")
in an amount up to $3 million, subject to borrowing availability. The proceeds
of this advance under the Term Loan Facility are to be used for the purpose of
purchasing certain equipment for use in the ordinary course of business.

On April 27, 2007, API and API Ltd. entered into an amendment to the Second
Amended and Restated Loan and Security Agreement dated January 11, 2007,
pursuant to which API and API Ltd. agreed to immediately repay all outstanding
balances owed under the Term Loan Facility and that the Term Loan Facility would
terminate immediately. Under this amendment, the debt service coverage ratios,
the minimum tangible capital base, and interest rate were also modified. The
amendment further allows API and API Ltd. to select an interest period of twelve
months for up to $15 million of the outstanding Revolving Loan Facility.
Interest rate pricing under the amendment ranges from LIBOR plus 1.5% to LIBOR
plus 2.25%, depending on debt service coverage ratios.

At April 27, 2007, the Company owed the lender $412 under the terminated Term
Loan Facility, which was subsequently paid, and TD BankNorth has granted the
Company a waiver for any technical default under both the Term Loan Facility and
the Revolving Loan Facility.

The Company is presently in discussions with its lender, TD BankNorth, to amend
the Agreement to increase the Revolving Loan Facility's maximum borrowing
capacity to $32 million from its current borrowing limit of $25 million, under
which the Company currently has no additional availability, in order to meet the
Company's future liquidity needs. The availability under the facility has been
primarily impacted by increases in inventory, receivables and payments on
accounts payable. The Company believes that a $32 million facility will be
adequate to cover its liquidity needs through January 31, 2008. While.there can
be no assurance that the Company will be successful in obtaining a new or
amended agreement with the lender or in obtaining alternative financing, the
Company believes it can obtain the necessary financing.

                                       9
<PAGE>


8.  Notes Payable

                                                     April 30,      January 31,
                                                  -------------    -------------
                                                       2007             2007
                                                  -------------    -------------

Notes Payable                                      $     1,263      $     1,296
Less : Current Portion                                    (306)            (340)
                                                  -------------    -------------
Long-term portion of notes payable                 $       957      $       956
                                                  =============    =============


API entered into an initial parts purchase agreement on September 20, 2005 with
a leading aircraft original equipment manufacturer ("OEM") to purchase $8.3
million of inventory, including a long-term agreement to sell parts. API had
received approximately $7.1 million of this inventory, and the original
agreement was subsequently amended to reflect the actual amount of inventory
received. The OEM vendor agreed to partially finance the purchase with two
amended promissory notes from API of $1.6 million and $1.4 million, with the
Company entering into a guarantee agreement to ensure payment by API. The
amended promissory note for $1.6 million is for a term of 4 years, at 5.0%
interest per annum. The amended promissory note for $1.4 million was a
non-interest bearing short-term note due within one year. The vendor financing
promissory notes are subordinated to the Company's Revolving Line of Credit.


                                       10
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

Safe Harbor Statement Under the Private Securities Litigation Reform of Act
---------------------------------------------------------------------------
1995.
-----

Certain statements discussed in Item 2, "Management's Discussion and Analysis of
Financial Condition and Results of Operations", Item 3, "Quantitative and
Qualitative Disclosures about Market Risks", Item 1 of Part II, "Legal
Proceedings" and elsewhere in this Quarterly Report on Form 10-Q constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are not statements of
historical facts, but rather reflect the Company's current expectations
concerning future events and results. Such forward-looking statements, including
those concerning the Company's expectations, involve known and unknown risks,
uncertainties and other factors, some of which are beyond the Company's control,
that may cause the Company's actual results, performance or achievements, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such risks, uncertainties and other important factors include the
Company's ability to obtain parts and components from its principal suppliers on
a timely basis, depressed domestic and international market and economic
conditions, especially those currently facing the aviation industry as a whole,
the impact of changes in fuel and other freight related costs, relationships
with its customers, the ability of the Company's customers to meet their
financial obligations to the Company, the ability to obtain and service supply
chain management contracts, changes in regulations or accounting standards, the
ability to consummate suitable acquisitions and expand, the loss of the use of
the Company's facilities and distribution hub in Mississippi, significant
failure of our computer systems, telephone systems or networks, efforts to
comply with section 404 of the Sarbanes-Oxley Act of 2002, the Company's ability
to obtain an expansion of its maximum borrowing capacity under its revolving
loan facility, and other items that are beyond the Company's control and may
cause actual results to differ from management's expectations. In addition,
specific consideration should be given to the various factors described in Item
7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations", in the Company's Annual Report on Form 10-K for the year ended
January 31, 2007, and Item 3, "Quantitative and Qualitative Disclosures about
Market Risks", in this report for the three months ended April 30, 2007. The
Company undertakes no obligation to update any forward-looking statements or
cautionary factors, except as required by law.

General

First Aviation Services Inc. ("First Aviation"), together with its wholly owned
subsidiaries, Aerospace Products International, Inc. ("API"), Aircraft Parts
International, Ltd. ("API Ltd."), API Asia Pacific Inc. ("API Asia Pacific"),
API Europe Ltd. ("API Europe") and API China, Inc. ("API China"), (collectively,
the "Company"), is one of the leading suppliers of services to the aviation
industry worldwide. The services the Company provides the aviation industry
include the sale of aircraft parts and components, the provision of supply chain
management services, overhaul and repair services for wheels, brakes and
starter/generators, and the assembly of custom hoses.

The Company's principal executive offices are located at 15 Riverside Avenue in
Westport, Connecticut 06880. Certain filings that First Aviation makes with the
U.S. Securities and Exchange Commission are available on First Aviation's
corporate website at www.favs.com. These public filings also can be obtained by
calling our investor relations department, by e-mail at first@firstaviation.com,
or on the SEC website at www.sec.gov.

Critical Accounting Policies

There have been no significant changes in those accounting policies the Company
considers critical from those described under the caption "Critical Accounting
Policies", included in Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations", in the Company's Annual Report
on Form 10-K for the year ended January 31, 2007, except for the adoption of FIN
48. In July 2006, the FASB issued Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109"
("FIN48"), which became effective for the Company beginning February 1, 2007,
which addressed the determination of how tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial statements. Under
FIN 48, the Company must recognize the tax benefit from an uncertain tax
position only if it is more likely than not that the tax position will be
sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements
from such a position are measured based on the largest benefit that has a
greater than fifty percent likelihood of being realized upon ultimate
resolution. The impact of the Company's reassessment of its tax positions in
accordance with FIN 48 did not have a material effect on the results of
operations, financial condition or liquidity.


                                       11
<PAGE>

For additional information regarding the adoption of FIN 48, See Note 5 to the
consolidated condensed interim financial statements. For further discussion of
the Company's critical accounting estimates related to income taxes, see the
2007 Annual Report on Form 10-K.

Results of Operations

Net Sales

The Company's net sales consist of sales of services to the aviation industry,
including parts and components supply services, supply chain management
services, and component overhaul and repair services. Net sales are recorded
when parts and components are shipped and title transfers to the customer, when
supply chain management services have been provided to the customer, or when
overhauled and repaired items are completed and shipped back to the customer.
Shipping and handling billed to customers are included in net sales. The terms
and nature of supply chain management services are stipulated in a long-term
contract between the Company and the customer. The Company provides its
facilities, personnel and systems to provide the services at less cost to the
customer. In providing services where the Company distributes inventory on
behalf of its customer, the Company may use its own inventory or hold its
customers' inventory without taking ownership of such inventory. In cases where
the Company does not take ownership of its customers' inventory, the Company
takes a fee based on the cost of providing services and not the sales value of
the product itself.

Net sales for the three months ended April 30, 2007 increased $3.5 million, or
11.7%, to $32.7 million from $29.2 million for the three months ended April 30,
2006. The increase was largely due to a stronger market resulting in a greater
sales volume, better performance by API, and the purchase by Hawker Beechcraft
(formerly Raytheon) of $1.6 million of inventory. Increases were seen in key
market sectors including General Aviation, Airlines, and Corporate.

In the four foreign geographic regions the Company serves, revenues increased in
the three months ended April 30, 2007 versus the comparable prior year period
due to the reasons described above. The Company continues to be cautious with
respect to providing credit to customers in the Latin American region, and this
has had a negative impact on sales.

Freight revenue is a component of net sales and represents freight billed to
customers. Freight revenue for the three months ended April 30, 2007 decreased
35.0%, to $348,000 from $535,000 for the prior year three month period ended
April 30, 2006. The decrease was primarily due to customer incentives and
abnormally high freight billed to customers in the three months ended April 30,
2006. This had a negative effect on gross profit margin as explained below under
the caption "Gross Profit".

Cost of Sales

Cost of sales consists of costs of inventory sold, direct costs to overhaul and
repair parts and components, and direct costs of providing services. Freight
costs for parts and components sold are also included in cost of sales.

Cost of sales for the three months ended April 30, 2007 increased $3.2 million,
or 13.6%, to $26.7 million from $23.5 million for the three months ended April
30, 2006. Cost of sales for the three months ended April 30, 2007 increased
compared to the prior year principally due to the increase in net sales and
higher freight costs.

As a percentage of net sales, cost of sales increased for the period ended April
30, 2007, to 81.7% from 80.4% for three month period ended April 30, 2006. The
increase in the percentage of cost of sales compared to net sales for the three
months ended April 30, 2007 compared to the three months ended April 30, 2006,
was primarily due to sales of lower margin products in the overall sales mix, as
well as the effect of higher freight costs.

Gross Profit

Gross profit for the three months ended April 30, 2007 of $6.0 million, was up
$0.2 million or 4.2% over the prior year gross profit of $5.7 million. Gross
profit as a percentage of net sales decreased to 18.3% due to product mix and
higher freight costs not billed to customers in the three months ended April 30,
2007, from 19.6% for the three months ended April 30, 2006.


                                       12
<PAGE>

The Company also recognized a gain of approximately $1.3 million as a result of
a sale of previously classified slow moving and obsolete inventory purchased by
Hawker Beechcraft (formerly Raytheon Corporation).

Gross profit is also impacted by net freight expense, which represents freight
expense recorded in cost of sales, less freight billed to customers in net
sales. Net freight expense decreased gross profit by 9.3% for the three month
period ended April 30, 2007, compared to a decrease of 5.1% in the comparable
2006 period. This increase was due primarily to customer incentives on freight
as well as general increases in freight costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended April
30, 2007 increased by $75,000, or 1.5% to $5.1 million as compared to the three
months ended April 30, 2006. The increase for the three months ended April 30,
2007, over the comparable prior year period is due primarily to expenses
incurred in China as the new facility became fully operational in the current
quarter coupled with an increase in depreciation expense partially offset by
decreases in salaries due to a reduction in headcount and bad debt expense.
Selling, general and administrative expense as a percentage of revenues
decreased to 15.7% for the three months ended April 30, 2007 versus 17.3% for
the three months ended April 30, 2006.

Corporate Expenses

Corporate expenses decreased by $110,000 or 17.8% to $509,000 for the three
months ended April 30, 2007 from $619,000 incurred during the three months ended
April 30, 2006. The decrease in corporate expenses in the quarter ended April
30, 2007 resulted primarily from a reduction in salaries due to headcount
reductions and savings in travel and entertainment expenses.

Net Interest Income (Expense) and Foreign Currency Transaction Loss

During the three months ended April 30, 2007, net interest income (expense) and
other increased to $751,000 principally due to an increase in foreign exchange
losses related to the Canadian operations of $298,000 and a $151,000 increase in
interest expense. The foreign exchange loss is the result of the weakening of
the US dollar relative to the Canadian dollar. The increase in interest costs
results from an increase in the borrowings due to working capital needs.

Provision for Income Taxes

The Company recorded a provision for income taxes related to foreign income
taxes for operations in the Philippines. No provision is made for U.S. taxation
because the Company has sufficient net operating loss carryforwards that would
be utilized to offset any provision for pre-tax income. No deferred tax
provision is recorded because it would be offset by a change in the deferred tax
valuation allowance. The Company does not record a tax benefit for U.S. tax
purposes on any operating losses incurred due to the deferred tax valuation
allowance recorded as it is more likely than not that the net deferred tax asset
will not be realized.

Net Loss and Net Loss per Share

The Company incurred a net loss of $433,000, or $0.06 per share for the three
months ended April 30, 2007, compared to a net loss of $266,000, or $0.04 per
share for the three months ended April 30, 2006. The loss in the current year
period versus the loss in the prior year period was due to the reasons described
in the preceding sections.

Liquidity and Capital Resources
-------------------------------

The Company's liquidity requirements arise principally from its working capital
needs. In addition, the Company has liquidity requirements to fund capital
expenditures to support its current operations, and facilitate growth and
expansion. The Company funds its liquidity requirements with a combination of
cash on hand, cash flows from operations, and from borrowings under a secured
revolving credit facility and certain notes.


                                       13
<PAGE>

Cash and cash equivalents at any time may consist of a combination of demand
deposits, money market or short-term, high-grade bond funds, and short-term
certificates of deposit.

For the three months ended April 30, 2007 the Company utilized $2.5 million in
cash for operating activities, compared to $4.6 million cash used in operating
activities for the three months ended April 30, 2006. The use of cash in the
three months ended April 30, 2007 versus the cash used in the prior year three
month period was principally due to increases in trade receivables and
inventory, and decreases in accrued liabilities, partially offset by an increase
in payables to vendors. Cash used in investing activities for the quarter ended
April 30, 2007, and 2006 was $0.2 million, and $0.8 million, respectively. Cash
used in investing activities for the period ended April 30, 2007, was related to
purchases of fixed assets. Cash used in investing activities in 2006 was related
to purchases of fixed assets and information technology costs. Cash provided by
(used in) financing activities for the quarter ended April 30, 2007, and 2006
was $1.3 million, and ($0.3), respectively. Cash provided by financing
activities for the period ended April 30, 2007, is due to borrowings against the
revolving line of credit. Cash used in financing activities for the period ended
April 30, 2006 is the result of repayments on notes payable.

First Aviation's aggregate cash used for capital expenditures for the three
months ended April 30, 2007, and 2006 was $0.2 million, and $0.8 million,
respectively. The capital utilized in the first quarter of fiscal 2008 is the
result of expenditures for equipment to handle current operational requirements
and support the Company's growth and expansion. For fiscal year 2008 the amount
required for capital expenditures currently is expected to range between $0.5
million and $1.0 million. Management expects to fund these requirements from
cash on hand, cash flows from operations, and from borrowings under its
revolving credit facility if expanded as described below.

On January 11, 2007, API and API Ltd. entered into a Second Amended and Restated
Loan and Security Agreement ("the Agreement") with TD Banknorth, NA, the Lender
under the agreement. This Agreement, which expires on September 1, 2008,
replaced the Company's previously existing $25 million revolving credit facility
with the Lender's predecessor-in-interest, which was scheduled to expire
September 1, 2007. The Agreement provides for a senior revolving credit facility
(the Revolving Loan Facility) in the amount of $25 million, subject to a
borrowing base based on a formula of qualifying assets as well as outstanding
letters of credit. The Revolving Loan Facility includes a $1.0 million sublimit
for the issuance of letters of credit. The proceeds of any loans made under the
Revolving Loan Facility will be used for working capital purposes in the
ordinary course of business.

The Revolving Loan Facility bears interest at API's option (i) at the prime rate
in effect from time to time, (ii) at the adjusted LIBOR for the applicable
interest period plus 150 or 175 basis points depending upon API's financial
ratios, or (iii) at the FHLB Rate (Federal Home Loan Bank Rate). The Agreement
contains a number of covenants, including restrictions on mergers,
consolidations and acquisitions, the incurrence of indebtedness, transactions
with affiliates, the creation of liens, and limitations on capital expenditures.
Pursuant to the terms and conditions of the Agreement, the payment of dividends
on the Company's common stock is prohibited, except with the lender's consent,
and the Company is required to maintain minimum levels of Tangible Capital Base
and specified Debt Service Coverage. Substantially all of the Company's Domestic
and Canadian assets are pledged as collateral under the Agreement, and the
Company guarantees all borrowings under the Agreement.

The entire Revolving Loan Facility is classified as current debt based upon
the subjective acceleration clause and required lockbox cash management
agreement. At April 30, 2007, borrowings under the Revolving Loan Facility and
term loan facility totaled $23.4 million, at an interest rate of approximately
7.1%.

The Agreement also provided for a Term Loan Facility (the "Term Loan Facility")
in an amount up to $3 million, subject to borrowing availability. The proceeds
of this advance under the Term Loan Facility were to be used for the purpose of
purchasing certain equipment for use in the ordinary course of business.

On April 27, 2007, API and API Ltd. entered into an amendment to the Second
Amended and Restated Loan and Security Agreement dated January 11, 2007,
pursuant to which API agreed to immediately repay all outstanding balances owed
under the Term Loan Facility and that the Term Loan Facility would terminate
immediately. Under this amendment, the debt service coverage ratios, the minimum
tangible capital base, and interest rate were also modified. The amendment
further allows API to select an interest period of twelve months for up to $15
million of the outstanding Revolving Loan Facility. Interest rate pricing under
the amendment ranges from LIBOR plus 1.5% to LIBOR plus 2.25%, depending on debt
service coverage ratios.

At April 27, 2007, API and API Ltd. owed the lender $412,000 under the
terminated Term Loan Facility, which was subsequently paid, and TD BankNorth has
granted the Company a waiver for any technical default under both the Term Loan
Facility and the Revolving Loan Facility.

The Company is presently in discussions with its lender, TD BankNorth, to amend
the Agreement to increase the Revolving Loan Facility's maximum borrowing
capacity to $32 million from its current borrowing limit of $25 million, under
which the Company currently has no additional availability, in order to meet the
Company's future liquidity needs. The availability under the facility has been
primarily impacted by increases in inventory, receivables and payments on
accounts payable. The Company believes that a $32 million facility will be
adequate to cover its liquidity needs through January 31, 2008. While there can
be no assurance that the Company will be successful in obtaining a new or
amended agreement with the lender or in obtaining alternative financing, the
Company believes it can obtain the necessary financing.

                                       14
<PAGE>


Contractual Obligations
-----------------------

As of April 30, 2007, there have been no material changes outside the ordinary
course of the Company's business in the Company's specified contractual
obligations disclosed in the Company's Annual Report on Form 10-K for the year
ended January 31, 2007.

Off -Balance Sheet Arrangements

       The Company has no material off-balance sheet arrangements as defined
in Item 303(a)(4)(ii) of Regulation S-K.




                                       15
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures about Market Risks
--------------------------------------------------------------------

The Company's Canadian operations utilize the Canadian dollar as their
functional currency, while the Company's Asian operation utilizes the U.S.
dollar as its functional currency. The Company has transactions denominated in
Canadian dollars and Philippine pesos. The Company is exposed to market risk
from foreign exchange rates. Foreign currency transaction exposure principally
arises from the transfer of foreign currency to and/or from U.S. dollars from
one subsidiary to another within the Company, and from foreign currency
denominated trade receivables. Currency transaction and translation exposures
are not hedged. Foreign currency transaction gains and losses are included in
earnings, and gains or losses will increase in significance with the growth of
the Canadian operations. Unrealized currency translation gains and losses
resulting from the translation of foreign subsidiaries balance sheets to U.S.
dollars are not recorded as income or expense, but are recognized in the Balance
Sheet as other comprehensive income as a component of Stockholder's Equity. The
Company does have risk principally relating to the translation of accounts in
which the Canadian dollar is the functional currency. Sensitivity analysis of
foreign currency exchange rate risk assumes an instantaneous 10% change in the
foreign currency exchange rates from their level at April 30, 2007, with all
other variables held constant. A 10% strengthening of the Canadian dollar versus
the U.S. dollar would result in a decrease of approximately $329,000 in the net
liability position of financial instruments at April 30, 2007. A 10% weakening
of the Canadian dollar versus the U.S. dollar would result in an increase of
approximately $403,000 in the net liability position of financial instruments at
April 30, 2007. During the three months ended April 30, 2007, the Company
experienced a foreign currency translation gain of $126,000, due to an increase
in the value of the Canadian dollar relative to the U.S. dollar.

Borrowings of the Company are denominated in U.S. dollars. Management believes
that the carrying amount of the Company's borrowings approximates fair value
because the interest rates are variable and reset frequently.

Item 4.  Controls and Procedures
--------------------------------

The Company's management evaluated, with the participation of the Company's
principal executive and principal financial officers, the effectiveness of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), as of April 30, 2007. Based on their evaluation, the Company's principal
executive and principal financial officers concluded that the Company's
disclosure controls and procedures were effective as of April 30, 2007.

There has been no change in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during the Company's fiscal quarter ended April 30, 2007, that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

Item 4T. Controls and Procedures
--------------------------------
Not Applicable
--------------



                                       16
<PAGE>


                           PART II - OTHER INFORMATION
                           ---------------------------

Item 1.  Legal Proceedings
--------------------------

The Company's business exposes it to possible claims for personal injury, death
or property damage that may result from a failure of certain parts serviced by
the Company or spare parts and components sold by it, or in connection with the
provision of its supply chain management services. The Company takes what it
believes to be adequate precautions to ensure the quality of the work it
performs and the traceability of the aircraft parts and components that it
sells. The original equipment manufacturers that manufacture the parts,
components and supplies that the Company sells carry liability insurance on the
products they manufacture. In addition, the Company maintains what it believes
is adequate liability insurance to protect it from any claims.

In the normal conduct of its business, the Company also is involved in various
claims and lawsuits, none of which, in the opinion of the Company's management,
will have a material, adverse impact on the Company's consolidated financial
position. The Company maintains what it believes is adequate liability and other
insurance to protect it from such claims. However, depending on the amount and
timing, unfavorable resolution of any of these matters could have a material
effect on the Company's consolidated financial position, results of operations
or cash flows in a particular period.

Item 1A. Risk Factors
---------------------

The risk factors included in the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 2007 have not materially changed other than as set
forth below.

Obtaining Adequate Financing

The Company is presently in discussions with its lender to amend its Second
Amended and Restated Loan and Security Agreement to increase the Revolving Loan
Facility's maximum borrowing capacity, under which the Company currently has no
additional availability, in order to meet the Company's future liquidity needs.
While there can be no assurance, that the Company will be successful in
obtaining a new or amended agreement with the lender or in obtaining alternative
financing, the Company feels confident it can obtain the necessary financing.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
--------------------------------------------------------------------

NONE

Item 3.  Defaults Upon Senior Securities
----------------------------------------

NONE

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

NONE

Item 5.  Other Information
--------------------------

NONE

Item 6.  Exhibits
-----------------

    10.1    Executive Employment Agreement, dated as of May 11, 2007, between
            Aerospace Products International, Inc. and Ahmed Metwalli.

    10.2    Relocation Expenses Agreement, dated as of May 11, 2007, between
            Aerospace Products International, Inc. and Ahmed Metwalli.

    10.3    Master Reaffirmation and Amendment No. 1 to Loan Documents, made as
            of April 27, 2007, by and among Aerospace Products International,
            Inc., Aerospace Produits International LTEE, First Aviation Services
            Inc. and TD Banknorth, N.A.

    31.1    Certification of Chief Executive Officer required by Rule 13a-14(a).

    31.2    Certification of Chief Financial Officer required by Rule 13a-14(a).

    32.1    Certification of Chief Executive Officer required by Rule 13a-14(b)
            and 18 U.S.C. Section 1350 (furnished herewith).

    32.2    Certification of Chief Financial Officer required by Rule 13a-14(b)
            and 18 U.S.C. Section 1350 (furnished herewith).



                                       17
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                          First Aviation Services Inc.
                                          ----------------------------
                                                 (Registrant)


Date: June 19, 2007                       /s/ Aaron Hollander
                                          --------------------------------------
                                          Aaron Hollander,
                                          Chairman, Chief Executive Officer and
                                          Director (Principal Executive Officer)


Date: June 19, 2007                       /s/ Bill Reznicek
                                          --------------------------------------
                                          Bill Reznicek,
                                          Chief Financial Officer (Principal
                                          Financial and Accounting Officer)



                                       18
<PAGE>


INDEX TO EXHIBITS


Exhibit No.                        Description

    10.1    Executive Employment Agreement, dated as of May 11, 2007, between
            Aerospace Products International, Inc. and Ahmed Metwalli.

    10.2    Relocation Expenses Agreement, dated as of May 11, 2007, between
            Aerospace Products International, Inc. and Ahmed Metwalli.

    10.3    Master Reaffirmation and Amendment No. 1 to Loan Documents, made as
            of April 27, 2007, by and among Aerospace Products International,
            Inc., Aerospace Produits International LTEE, First Aviation Services
            Inc. and TD Banknorth, N.A.

    31.1    Certification of Chief Executive Officer required by Rule 13a-14(a).

    31.2    Certification of Chief Financial Officer required by Rule 13a-14(a).

    32.1    Certification of Chief Executive Officer required by Rule 13a-14(b)
            and 18 U.S.C. Section 1350 (furnished herewith).

    32.2    Certification of Chief Financial Officer required by Rule 13a-14(b)
            and 18 U.S.C. Section 1350 (furnished herewith).



                                       19