United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the Year Ended December 31, 2006
                         Commission File Number: 0-26777

                   InteliSys Aviation Systems of America Inc.
                 (Name of small business issuer in its charter)

                         Commission File Number: 0-26777

              Delaware                                22-3662292
----------------------------------        --------------------------------------
 (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

                              815 Bombardier Street
                     Shediac, New Brunswick, Canada E4P 1H9
               (Address of principal executive offices) (Zip Code)

         Issuer's telephone number, including area code: (506) 532-8515

         Securities registered under Section 12(b) of the Exchange Act:

                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.001 per share
                                (Title of Class)

Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act [ ]

     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 [ X ] No
[ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

<PAGE>

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

     Based on the closing sales price of the Common Stock on April 12, 2007, the
aggregate market value of the voting stock of registrant held by non-affiliates
was $554, 805.

     As of February 18, 2007, the Registrant had outstanding 70,679,198 shares
of common stock and 20,288,333 shares of Special Class B Exchangeable Shares of
the Registrant's wholly-owned subsidiary, InteliSys Acquisition Inc. The Special
Class B Exchangeable Shares may be exchanged by the holder thereof at any time
on a one-for-one basis for common stock of the registrant. If not exchanged
prior to December 31, 2012, the Special Class B Exchangeable Shares will be
automatically exchanged for shares of common stock of the Registrant on that
date. See Note 2 (a) to the registrant's financial statements contained in this
annual report for additional information regarding the Special Class B
Exchangeable Shares.

Documents Incorporated By Reference:  None

Transit ional Small Business Issuer Disclosure Format (check one):
Yes [ ] No [X].

<PAGE>

                                TABLE OF CONTENTS

Page
Cautionary Statement for Forward Looking Information

PART I

Item 1.    Description of Business
Item 2.    Description of Property
Item 3.    Legal Proceedings
Item 4.    Submission of Matters to a Vote of Security Holders

PART II

Item 5.    Market for Common Equity and Related Stockholder Matters
Item 6.    Management's Discussion and Analysis or Plan of Operation
Item 7.    Financial Statements
Item 8.    Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure
Item 8A.  Controls and Procedures

PART III

Item 9.    Directors, Executive Officers, Promoter and Control Persons;
               Compliance with Section 16(a)of the Exchange Act
Item 10.   Executive Compensation
Item 11.   Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters
Item 12.   Certain Relationships and Related Transactions; Director Independence
Item 13.   Exhibits and Reports on Form 8-K
Item 14.   Principal Accountant Fees and Services

SIGNATURES

<PAGE>


              CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION

InteliSys Aviation Systems of America Inc. (the "Company" or "we" or "our") has
made forward-looking statements in this report that are subject to risks and
uncertainties, such as statements about our plans, objectives, projections,
expectations, assumptions, strategies, or future events. Other written or oral
statements, which constitute forward-looking statements, also may be made from
time to time by or on behalf of our company. Words such as "may," "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates," "will,"
"should," "could," variations of such words, and similar expressions are
intended to identify such forward-looking statements. Similarly, statements that
describe the our future plans, objectives, or goals also are forward-looking
statements.
While these forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment regarding the
direction of our business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein. Consequently, undue reliance should not be
placed on these forward-looking statements. Except as required by applicable
law, including the securities laws of the United States, we do not intend to
update any of the forward-looking statements to conform these statements to
actual results.

We believe that the following factors, including but not limited to the risk
factors contained herein, could affect its future performance and cause our
actual results to differ materially from those expressed in or implied by
forward-looking statements made by or on behalf of our company: (a) general
economic conditions; (b) regulatory changes or interpretations of such
regulations; (c) uninsurable risks, including acts of terrorism; (d) unexpected
losses, (e) risks related to competition from established and emerging
competitors; (f) risks related to our financial leverage; (g) risks that rapid
technological changes may render our technology obsolete; (h) risks to our
customers; (i) disruptions in capital markets; and (j) risks related to the fact
that we are not yet profitable and may need additional capital to fund our
operations.

Subsequent written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the
cautionary statements set forth above and contained elsewhere in this Annual
Report on Form 10-KSB.

All dollar amounts reported in this Annual Report on Form 10-KSB are in United
States dollars unless otherwise noted. The approximate conversion rate as of
December 31, 2006 was CAD $1.00 for USD $.8581.

<PAGE>

                                     PART I

Item 1.  Description of Business.

Our Corporate History

We were incorporated in Delaware on June 4, 1999 under the corporate name Apta
Holdings, Inc. In August of 2003, we changed our corporate name to InteliSys
Aviation Systems of America Inc. ("IASA").

On December 31, 2002, we acquired Convergix, Inc., a Canadian corporation,
pursuant to a share exchange agreement dated November 20, 2002. Pursuant to the
agreement, we issued 3,295,000 shares of our common stock plus 21,788,333
"exchangeable shares" in our subsidiary, InteliSys Acquisition, Inc. The
exchangeable shares have equal voting rights and equal economic value our common
shares. These shares may be exchanged by the holder at any time on a one-for-one
basis for our common shares, and if not exchanged prior to December 31, 2012,
will be exchanged for our common shares on that date. Throughout this annual
report, the exchangeable shares are treated as common stock equivalents. All
references to our common stock include the exchangeable shares, unless otherwise
noted.

The address and telephone number of our main office is 815 Bombardier Street,
Shediac, New Brunswick, Canada, E4P 1H9, (506) 532-8515 or 1-877-532-8515.

Cynaptec Information Systems Inc. ("Cynaptec"), also a New Brunswick
corporation, is a wholly-owned subsidiary of Convergix. Convergix also owns 53%
of the issued and outstanding shares of InteliSys Aviation Systems Inc.
("InteliSys"), a Canadian corporation, with the remaining 47% being owned by
Cynaptec.

On June 29, 2006, certain of our subsidiaries which were incorporated in Canada,
Convergix Inc., Cynaptec Information Systems Inc., InteliSys Aviation Systems
Inc.; InteliSys Acquisition Inc. and InteliSys (NS) Co. (the "Canadian
Subsidiaries"), filed with the Queens Bench of the Province of New Brunswick,
Canada, a Notice of Intention to make a Proposal under the Canadian Bankruptcy
and Insolvency Act (the "Notice of Intention").

On August 7, 2006, we filed with the Queens Bench of the Province of New
Brunswick, Canada, a Notice of Intention to make a Proposal under the Canadian
Bankruptcy and Insolvency Act (the "Notice of Intention").

On August 31, 2006, we filed with the Queens Bench a proposal to make a
settlement with our creditors pursuant to Section 50.4(1) of the Canadian
Bankruptcy and Insolvency Act (the "Settlement Proposal"), in which we proposed
that our debts be settled as follows: (a) Secured creditors will be paid in
accordance with present arrangements or as may be arranged between them and us;
(b) Holders of preferred claims under the Canadian Bankruptcy and Insolvency Act
will be paid by September 30, 2006; (c) Tax liabilities owed by us to the
Canadian government will be paid within 90 days after the Settlement Proposal is
approved by the Queens Bench; and (d) Unsecured creditors will be paid by
September 30, 2006.

                                       1
<PAGE>

On October 4, 2006, the proposal submitted by us and the proposal submitted by
our subsidiaries in the Court of Queen's Bench of the Province of New Brunswick,
Canada was approved by the Court. Pursuant to such proposal, a new company
consisting of our existing employees and a group of new equity investors
("Newco") will acquire all the assets of our subsidiaries (the "Subsidiaries").
Jock English, Chief Operating Officer of IYSA will be the Chief Executive
Officer and President of Newco. The consideration for such purchase will consist
of $200,000 CDN in cash and $250,000 CDN in 3-year 8% notes to be issued by
Newco (the "Newco Notes"). Such notes will be secured by all the assets of
Newco. In addition, the beneficial ownership of Newco held by certain of the
current employees of the Subsidiaries is irrevocably transferred to the holders
of the Notes if the intellectual property of Newco is sold, there is a sale of
more than 51% of the initial common shares of Newco or the initiation of any
process to take Newco public within 3 years of the Court Order. If the Newco
Notes are in default, the 3-year period becomes extended to 5 years.

In accordance with the terms of the proposal, the secured claims of the
creditors of the Subsidiaries will be assumed by Newco. The unsecured claims of
our creditors are to receive $1,250 CDN within two months of court approval of
the proposal. After the payment of fees and any taxes owed pursuant to the
Income Tax Act (Canada), the Class A Unsecured Creditors of the Subsidiaries
shall receive $150 CDN in cash for each claim, the balance of cash from the sale
of assets after payment to secured creditors and the balance thereof by having
their respective proportion share of the Newco Notes. We, as The Class B
Creditor shall not receive any cash or Newco notes from the sale of the
subsidiaries. The Class C creditors (the employees of the subsidiaries) shall
receive $50,000 CDN in Newco notes to be distributed on a prorata basis.

The Court of Queen's Bench of the Province of New Brunswick, Canada approved the
proposals on October 6, 2006. The Court issued a Court Order ordering the sale
of all assets of the subsidiaries to Newco, subject to the conditions of the
proposal.

On November 17, 2006, subject to the terms of the Court Order issued by the
Court of Queen's Bench of the Province of New Brunswick, all assets of the
Canadian Subsidiaries were sold to 627450 New Brunswick Inc.

Prior to the restructuring described above, we were a provider of integrated
software solutions for regional, mid-sized airlines and fleet operators.

The following discussion sets forth certain information regarding our business,
our management, our securities, and certain other matters that may be important
to our investors. Throughout the following discussion, references to the
"Company," "we," "our" or "us" refer to InteliSys, Inc, unless the context
otherwise indicates.


                                       2
<PAGE>

Our Proposed Business Activities

We intend to seek, investigate and, if such investigation warrants, engage in a
business combination with a private entity whose business presents an
opportunity for our shareholders. Our objectives discussed below are extremely
general and are not intended to restrict our discretion. This discussion of the
proposed business is not meant to be restrictive of our virtually unlimited
discretion to search for and enter into potential business opportunities.

We have no particular acquisition in mind and have not entered into any
negotiations regarding such an acquisition. Neither our officers nor any
affiliate has engaged in any negotiations with any representative of any company
regarding the possibility of an acquisition or merger between our company and
such other company. We have not yet entered into any agreement, nor do we have
any commitment or understanding to enter into or become engaged in a
transaction.

We will not restrict our potential candidate target companies to any specific
business, industry or geographical location and, thus, may acquire any type of
business. Further, we may acquire a venture which is in its preliminary or
development stage, one which is already in operation, or in a more mature stage
of its corporate existence. Accordingly, business opportunities may be available
in many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities difficult and complex.

We believe that there are numerous firms seeking the perceived benefits of a
publicly registered corporation. These benefits are commonly thought to include
the following: (i) the ability to use registered securities to acquire assets or
businesses; (ii) increased visibility in the marketplace; (iii) ease of
borrowing from financial institutions; (iv) improved stock trading efficiency;
(v) shareholder liquidity; (vi) greater ease in subsequently raising capital;
(vii) compensation of key employees through stock options; (viii) enhanced
corporate image; and (ix) a presence in the United States capital market. We
have not conducted market research and are not aware of statistical data to
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.

Target companies interested in a business combination with our Company may
include the following: (i) a company for whom a primary purpose of becoming
public is the use of its securities for the acquisition of other assets or
businesses; (ii) a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities on terms acceptable
to it; (iii) a company which desires to become public with less dilution of its
common stock than would occur upon an underwriting; (iv) a company which
believes that it will be able to obtain investment capital on more favorable
terms after it has become public; (v) a foreign company which may wish an
initial entry into the United States securities market; (vi) a special situation
company, such as a company seeking a public market to satisfy redemption
requirements under a qualified Employee Stock Option Plan; (vii) a company
seeking one or more of the other mentioned perceived benefits of becoming a
public company.

                                       3
<PAGE>

We anticipate seeking out a target business through solicitation. Such
solicitation may include newspaper or magazine advertisements, mailings and
other distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or more World Wide Web
sites and similar methods. No estimate can be made as to the number of persons
who will be contacted or solicited. Such persons will have no relationship to
our management.

The analysis of new business opportunities will be undertaken by or under the
supervision of our executive officers and directors, none of whom is a business
analyst. Therefore, it is anticipated that outside consultants or advisors may
be utilized to assist us in the search for and analysis of qualified target
companies.

A decision to participate in a specific business opportunity will be made based
upon our analysis of the quality of the prospective business opportunity's
management and personnel, assets, the anticipated acceptability of products or
marketing concepts, the merit of a proposed business plan, and numerous other
factors which are difficult, if not impossible, to analyze using any objective
criteria. We have unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities.

In our efforts to analyze potential acquisition targets, we will consider the
following kinds of factors: (a) potential for growth, indicated by new
technology, anticipated market expansion or new products; (b) competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole; (c) strength and
diversity of management, either in place or scheduled for recruitment; (d)
capital requirements and anticipated availability of required funds, to be
provided by our company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources; (e) the cost of participation by our company as compared to the
perceived tangible and intangible values and potentials; (f) the extent to which
the business opportunity can be advanced; (g) the accessibility of required
management expertise, personnel, raw materials, services, professional
assistance and other required items; and (h) other relevant factors.

In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to our limited capital available for
investigation, we may not discover or adequately evaluate adverse facts about
the opportunity to be acquired.

                                       4
<PAGE>

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another entity. We also may acquire stock or assets of an
existing business. On the consummation of a transaction it is probable that the
present management and shareholders of the company will no longer be in control
of the company. In addition, our officers and directors, as part of the terms of
the acquisition transaction, likely will be required to resign and be replaced
by one or more new officers and directors without a vote of our shareholders.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of a transaction, we may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. The issuance of substantial additional securities and their
potential sale into any trading market which may develop in the our securities
may have a depressive effect on that market.

While the actual terms of a transaction to which we may be a party cannot be
predicted, it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the acquisition as a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended.

With respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of our company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, our shareholders will in all likelihood
hold a substantially lesser percentage ownership interest in our company
following any merger or acquisition. The percentage ownership may be subject to
significant reduction in the event we acquire a target company with substantial
assets. Any merger or acquisition effected by us can be expected to have a
significant dilutive effect on the percentage of shares held by our shareholders
at such time.

We will participate in a business opportunity only after the negotiation and
execution of appropriate agreements. Although the terms of such agreements
cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, will outline
the manner of bearing costs, including costs associated with our attorneys and
accountants, and will include miscellaneous other terms.

We are presently subject to all of the reporting requirements included in the
Exchange Act. Included in these requirements is our duty to file audited
financial statements as part of our Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as our
audited financial statements included in its annual report on Form 10-K (or
10-KSB, as applicable). If such audited financial statements are not available
at closing, or within time parameters necessary to insure our compliance with
the requirements of the Exchange Act, or if the audited financial statements
provided do not conform to the representations made by the target company, the
closing documents may provide that the proposed transaction will be voidable at
the discretion of our present management.

                                       5
<PAGE>

It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial cost for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached for the participation
in a specific business opportunity, the failure to consummate that transaction
may result in the loss to the Registrant of the related costs incurred.

Our company, based on our proposed business activities, is a "blank check"
company. The U.S. Securities and Exchange Commission (the "SEC") defines those
companies as "any development stage company that is issuing a penny stock,
within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and that has no specific business plan or
purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Under SEC Rule 12b-2 under the Securities
Act of 1933, as amended (the "Securities Act"), we also qualify as a "shell
company," because we have no or nominal assets (other than cash) and no or
nominal operations. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a
market to develop in our securities, either debt or equity, until we have
successfully concluded a business combination. We intend to comply with the
periodic reporting requirements of the Exchange Act for so long as we are
subject to those requirements.

Competition

We will remain an insignificant participant among the firms which engage in the
acquisition of business opportunities. There are many established venture
capital and financial concerns which have significantly greater financial and
personnel resources and technical expertise than us. In view of our limited
financial resources and limited management availability, we may be at a
competitive disadvantage compared to our competitors.

Employees

We presently have no employees apart from our management. Each of our officers
is engaged in outside business activities and anticipates that he will devote to
our business very limited time until the acquisition of a successful business
opportunity has been identified. We expect no significant changes in the number
of our employees other than such changes, if any, incident to a business
combination.

We intend to hire additional management and other support personnel when we have
reached a point in our proposed growth that would allow for such employment. In
the interim, we will rely upon consultants to assist us in identifying and
investigating acquisition opportunities.

                                       6
<PAGE>

Factors that May Affect Future Results

An investment in our common stock involves a high degree of risk. You should
carefully consider the following risk factors before deciding to invest in our
company. If any of the following risks actually occur, our business, financial
condition, results of operations and prospects for growth would likely suffer.
As a result, you may lose all or part of your investment in our company.

We are a development stage company and may never be able to effectuate our
business plan.

As a development stage company we may not be able to successfully effectuate our
business plan. There can be no assurance that we will ever achieve any revenues
or profitability. The revenue and income potential of our proposed business and
operations is unproven as the lack of operating history makes it difficult to
evaluate the future prospects of our business.

We require financing to acquire businesses and implement our business plan. We
cannot assure you that we will be successful in obtaining financing or acquiring
businesses, or in operating those acquired businesses in a profitable manner.

We expect losses in the future because we have no revenue.

As we have no current revenue, we are expecting losses over the next 12 months
because we do not yet have any revenues to offset the expenses associated with
the marketing of our services. We cannot guarantee that we will ever be
successful in generating revenues in the future. We recognize that if we are
unable to generate revenues, we will not be able to earn profits or continue
operations. There is no history upon which to base any assumption as to the
likelihood that we will prove successful, and we can provide investors with no
assurance that we will generate any operating revenues or ever achieve
profitable operations.

If our business plans are not successful, we may not be able to continue
operations as a going concern and our stockholders may lose their entire
investment in us.

Since inception, we have had insignificant revenues and incurred a cumulative
net loss of $8,543,051 through December 31, 2006. In addition, we had a working
capital deficit of $108,969 at December 31, 2006. These factors raise
substantial doubt about the Company's ability to continue as a going concern. We
will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may
result in our incurring a net operating loss that will increase continuously
until we can consummate a business combination with a profitable business
opportunity. We cannot assure you that we can identify a suitable business
opportunity and consummate a business combination. If we cannot continue as a
going concern, our stockholders may lose their entire investment in us.

                                       7
<PAGE>

We do not have any agreement for a business combination or other transaction.

We have no arrangement, agreement or understanding with respect to engaging in a
merger with, joint venture with or acquisition of, a private or public entity.
We cannot assure you that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that future funds allocated to the purchase of our shares will not be
invested in a company with active business operations.

Future success is highly dependent on the ability of management to locate and
attract a suitable acquisition.

The success of our proposed plan of operation will depend to a great extent on
the operations, financial condition and management of the identified target
company. While business combinations with entities having established operating
histories are preferred, there can be no assurance that we will be successful in
locating candidates meeting such criteria. The decision to enter into a business
combination will likely be made without detailed feasibility studies,
independent analysis, market surveys or similar information which, if we had
more funds available to it, would be desirable. In the event we complete a
business combination the success of the our operations will be dependent upon
management of the target company and numerous other factors beyond our control.
We cannot assure you that we will identify a target company and consummate a
business combination.

There is competition for those private companies suitable for a merger
transaction of the type contemplated by management.

We are in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.

                                       8
<PAGE>

We have not conducted market research to identify business opportunities, which
may affect our ability to identify a business to merge with or acquire.

We have neither conducted nor have others made available to us results of market
research concerning prospective business opportunities. Therefore, we have no
assurances that market demand exists for a merger or acquisition as contemplated
by us. Our management has not identified any specific business combination or
other transactions for formal evaluation by us, such that it may be expected
that any such target business or transaction will present such a level of risk
that conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to
acquire a business opportunity on terms favorable to us. Decisions as to which
business opportunity to participate in will be unilaterally made by our
management, which may act without the consent, vote or approval of our
stockholders.

Management intends to devote only a limited amount of time to seeking a target
company which may adversely impact our ability to identify a suitable
acquisition candidate.

While seeking a business combination, management anticipates devoting very
limited time to our affairs in total. None of our officers has entered into a
written employment agreement with us and is not expected to do so in the
foreseeable future. This limited commitment may adversely impact our ability to
identify and consummate a successful business combination.

We are dependent on the services of our executive officers to obtain capital
required to implement our business plan and for identifying, investigating,
negotiating and integrating potential acquisition opportunities. The loss of
services of senior management could have a substantial adverse effect on us. The
expansion of our business will be largely contingent on our ability to attract
and retain highly qualified corporate and operations level management team. We
cannot assure you that we will find suitable management personnel or will have
financial resources to attract or retain such people if found.

The time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.

Target companies that fail to comply with SEC reporting requirements may delay
or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including audited financial statements for the company acquired.
The time and additional costs that may be incurred by some target entities to
prepare these statements may significantly delay or essentially preclude
consummation of an acquisition. Otherwise suitable acquisition prospects that do
not have or are unable to obtain the required audited statements may be
inappropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.

                                       9
<PAGE>

We may be subject to further government regulation which would adversely affect
our operations.

Although we will be subject to the reporting requirements under the Exchange
Act, management believes we will not be subject to regulation under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), since
we will not be engaged in the business of investing or trading in securities. If
we engage in business combinations which result in our holding passive
investment interests in a number of entities, we could be subject to regulation
under the Investment Company Act. If so, we would be required to register as an
investment company and could be expected to incur significant registration and
compliance costs. We have obtained no formal determination from the SEC as to
our status under the Investment Company Act and, consequently, violation of the
Investment Company Act could subject us to material adverse consequences.

Any potential acquisition or merger with a foreign company may subject us to
additional risks.

If we enter into a business combination with a foreign concern, we will be
subject to risks inherent in business operations outside of the United States.
These risks include, for example, currency fluctuations, regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks related to
shipment of raw materials and finished goods across national borders and
cultural and language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross national product,
rate of inflation, market development, rate of savings, and capital investment,
resource self-sufficiency and balance of payments positions, and in other
respects.

We may need to raise additional capital to expand our operations and execute our
business plan. If our operations do not produce the necessary cash flow, or if
we cannot obtain needed funds, we may be forced to reduce or cease our
activities with consequent loss to investors.

We have a need for cash in order to pay obligations currently due in a timely
manner, and to finance our business operations. Our continued operations will
depend upon the sustainability of cash flow from our ability to raise additional
funds, as required, through equity or debt financing. There is no assurance that
we will be able to obtain additional funding when it is needed, or that such
funding, if available, will be obtainable on terms acceptable to us. If we
cannot obtain needed funds, we may be forced to reduce or cease our activities
with consequent loss to investors. In addition, should we incur significant
presently unforeseen expenses or delays, we may not be able to accomplish our
goals.

                                       10
<PAGE>

If we fail to develop and maintain an effective system of internal controls, we
may not be able to accurately report our financial results or prevent fraud, as
a result, current and potential shareholders could lose confidence in our
financial reports, which could harm our business and the trading price of our
common stock.

Effective internal controls are necessary for us to provide reliable financial
reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of
2002 requires us to evaluate and report on our internal controls over financial
reporting and have our independent registered public accounting firm annually
attest to our evaluation, as well as issue their own opinion on our internal
controls over financial reporting, beginning with our Annual Report on Form
10-KSB for the fiscal year ended December 31, 2007. We plan to prepare for
compliance with Section 404 by strengthening, assessing and testing our system
of internal controls to provide the basis for our report. The process of
strengthening our internal controls and complying with Section 404 is expensive
and time consuming, and requires significant management attention, especially
given that we have not yet undertaken any efforts to comply with the
requirements of Section 404. We cannot be certain that the measures we will
undertake will ensure that we will maintain adequate controls over our financial
processes and reporting in the future. Furthermore, if we are able to rapidly
grow our business, the internal controls that we will need will become more
complex, and significantly more resources will be required to ensure our
internal controls remain effective. Failure to implement required controls, or
difficulties encountered in their implementation, could harm our operating
results or cause us to fail to meet our reporting obligations. If we or our
auditors discover a material weakness in our internal controls, the disclosure
of that fact, even if the weakness is quickly remedied, could diminish
investors' confidence in our financial statements and harm our stock price. In
addition, non-compliance with Section 404 could subject us to a variety of
administrative sanctions, including the suspension of trading, ineligibility for
listing on the OTC Bulletin Board, one of the Nasdaq Stock Markets or national
securities exchanges, and the inability of registered broker-dealers to make a
market in our common stock, which would further reduce our stock price.

Our principal stockholder, officers and directors owns a controlling interest in
our voting stock and investors will not have any voice in our management, which
could result in decisions adverse to our general shareholders.

Our officers beneficially own in the aggregate approximately 30 % of our
outstanding common stock. As a result, our management will have the ability to
control substantially all matters submitted to our stockholders for approval
including: (a) election of our board of directors; (b) removal of any of our
directors; (c) amendments of our Certificate of Incorporation or bylaws; (d)
adoption of measures that could delay or prevent a change in control or impede a
merger, takeover or other business combination involving us, or (e) other
significant corporate transactions.

                                       11
<PAGE>

Our failure to adopt certain corporate governance procedures may prevent us from
obtaining a listing on Nasdaq or a national securities exchange.

 None of our directors is "independent" as that term is defined in the rules of
NASDAQ or any national securities exchange. As a result, we do not have an Audit
or Compensation Committee. The functions of those committees are conducted by
the Board of Directors. Consequently, there is a potential conflict of interest
in Board decisions that may adversely affect our ability to become a listed
security on NASDAQ or a national securities exchange and as a result adversely
affect the liquidity of our common stock.

Trading in our shares of common stock is limited, and will not improve unless we
increase our sales, become profitable and secure more active market makers.

There is a limited trading market for our common stock. There can be no
assurance that a regular trading market for our securities will continue to
develop or that it will be sustained. The trading price of our securities could
be subject to wide fluctuations, in response to quarterly variations in our
operating results, announcements by us or others, developments affecting us, and
other events or factors. In addition, the stock market has experienced extreme
price and volume fluctuations in recent years. These fluctuations have had a
substantial effect on the market prices for many companies, often unrelated to
the operating performance of such companies, and may adversely affect the market
prices of the securities Such risks could have an adverse affect on the stock's
future liquidity.


We may, in the future, issue additional common shares, which would reduce
investors' percent of ownership and may dilute our share value.

Our Certificate of Incorporation authorizes the issuance of 10 million shares of
preferred stock and 100 million shares of common stock. The future issuance of
common stock, including shares that may be issued upon conversion of shares of
preferred stock, may result in substantial dilution in the percentage of our
common stock held by our then existing shareholders. We may value any common
stock issued in the future on an arbitrary basis. The issuance of common stock
for future services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by our investors, and might have
an adverse effect on any trading market for our common stock.

Our Board of Directors is authorized to issue up to 10 million shares of
preferred stock with powers, rights and preferences designated by it which may
be issued to create voting impediments or to frustrate persons seeking to effect
a takeover or otherwise gain control of our company, thereby preventing you from
realizing a premium over the market value of your shares.

Our Board of Directors is authorized to issue up to 10 million shares of
preferred stock with powers, rights and preferences designated by it. Shares of
voting or convertible preferred stock could be issued, or rights to purchase
such shares could be issued, to create voting impediments or to frustrate
persons seeking to effect a takeover or otherwise gain control of our company.
The ability of the Board to issue such additional shares of preferred stock,
with rights and preferences it deems advisable, could discourage an attempt by a
party to acquire control of our company by tender offer or other means. Such
issuances could therefore deprive stockholders of benefits that could result
from such an attempt, such as the realization of a premium over the market price
for their shares in a tender offer or the temporary increase in market price
that such an attempt could cause. Moreover, the issuance of such additional
shares of preferred stock to persons friendly to the Board could make it more
difficult to remove incumbent managers and directors from office even if such
change were to be favorable to stockholders generally.


                                       12
<PAGE>

Our common shares are subject to the "Penny Stock" Rules of the SEC and the
trading market in our securities is limited, which makes transactions in our
stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (a)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (b) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form: (a) sets forth the basis on which the
broker or dealer made the suitability determination; and (b) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our Common shares and cause a decline in the market
value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.

Because we do not intend to pay any cash dividends on our common stock, our
stockholders will not be able to receive a return on their shares unless they
sell them.

We intend to retain any future earnings to finance the development and expansion
of our business. We do not anticipate paying any cash dividends on our common
stock in the foreseeable future. Unless we pay dividends, our stockholders will
not be able to receive a return on their shares unless they sell them. We cannot
assure you that you will be able to sell shares when you desire to do so.


                                       13
<PAGE>

ITEM 2.   Description of Property

We do not own or lease any real property.

ITEM 3.   Legal Proceedings


There are no pending legal proceedings to which we are a party or in which any
of our directors, officers or affiliates, any owner of record or beneficially of
more than 5% of any class of our voting securities, or security holder is a
party adverse to us or has a material interest adverse to us. Our property is
not the subject of any pending legal proceedings.

ITEM 4.   Submission of Matters to a Vote of Security Holders

There was no matter submitted to a vote of security holders during the fiscal
quarter ended December 31, 2006.

                                     PART II

ITEM 5. Market for Common Equity and Related Stockholder Matters

Market Information

Our common stock has been quoted on the OTC Bulletin Board under the symbol
"IYSA.OB" since 1999. The following table sets forth the range of quarterly high
and sales prices of the common stock as reported on March 19, 2007 for the
periods indicated:

                                       14
<PAGE>


                                                   Price Information*
Financial Quarter Ended                  High                              Low
March 31, 2005                          0.0450                           0.0250
June 30, 2005                           0.0350                           0.0080
September 30, 2005                      0.0300                           0.0052
December 31, 2005                       0.0200                           0.0045

March 31, 2006                          0.045                            0.0125
June 30, 2006                           0.042                            0.01
September 30, 2006                      0.017                            0.007
December 31, 2006                       0.012                            0.003

* The quotations do not reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

The source of the high and low sales price information is Nasdaq.com.


Dividends

We have not declared or paid any cash dividends on our common stock nor do we
anticipate paying any in the foreseeable future. Furthermore, we expect to
retain any future earnings to finance its operations and expansion. The payment
of cash dividends in the future will be at the discretion of our Board of
Directors and will depend upon our earnings levels, capital requirements, any
restrictive loan covenants and other factors the Board considers relevant.


Transfer Agent

Our transfer agent is American Stock Transfer & Trust Company.


Sales of Unregistered Securities

During the year ended December 31, 2006, no unregistered Securities were issued.


Purchases of Our Equity Securities

Neither we nor any of our affiliates purchased any equity securities from our
stockholders during our fiscal quarter ended December 31, 2006.

                                       15
<PAGE>

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information about the common stock available for
issuance under compensatory plans and arrangements as of December 31, 2006.


<TABLE>
<CAPTION>

                                                                                           (c)
                                                                                  Number of securities
                                                                                  remaining available
                                        (a)                      (b)              for future issuance
                                    Number of             Weighted-average          under equity
                                  securities to be        exercise price of         compensation plans
                                     issued upon         outstanding options      (excluding securities
                                    exercise of            under equity               reflected in
Plan Category                    outstanding options      compensation plans           column (a))
------------------------      ----------------------- --------------------------  ------------------
<S>                                    <C>                    <C>                             <C>
Equity compensation
  plan approved by                     8,224,212              $0.0087                         26,775,788
  security holders

Equity compensation
 plans not approved by
 security holders                             --                   --                                 --


      Total                            8,224,212              $0.0087                         26,775,788
</TABLE>

Our only equity compensation plans are the InteliSys Aviation Systems of America
Inc. 2005 Stock Option Plan, the InteliSys Aviation Systems of America Inc. 2004
Stock Option Plan and the 2000 Stock Option and Stock Issuance Plan.


Description of our Securities

We are authorized to issue 10,000,000 shares of preferred stock, par value
$0.0001, and 100,000,000 shares of common stock, $0.001 par value. As of March
20, 2007 we had 70,679,198 shares of common stock. In addition, as of March 20,
2007, there were outstanding 20,288,333 shares of the Special Class B
"Exchangeable Shares" of Intelisys Acquisition Inc., our [former] wholly-owned
subsidiary. The exchangeable shares may be exchanged by the holder for an equal
number of shares of our common stock, and if not exchanged prior to December 31,
2012, will be exchanged for an equal number of our shares on that date.

Holders of shares of our common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders generally. The holders of shares of
common stock have no preemptive, conversion, subscription or cumulative voting
rights. Each holder of our common stock is entitled to one vote for each share
held of record on all matters submitted to the vote of stockholders, including
the election of directors.

We do not have outstanding any warrants, options or other securities convertible
into our common stock.

                                       16
<PAGE>

Indemnification of Directors and Officers

Our by-laws provide that every person who is or was a director or officer,
employee or agent of our company, or any person who serves or has served in any
capacity with any other enterprise at the request of our company, shall be
indemnified by us to the fullest extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act" or "Securities Act") may be permitted to directors, officers or
persons controlling us pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.


ITEM 6.   Management's  Discussion and Analysis or Plan of Operation

The following discussion of our financial condition and results of operations
should be read in conjunction with the financial statements and the related
notes thereto included elsewhere in this Form 10-KSB. The matters discussed
herein contain forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, which involve risks and uncertainties. All
statements other than statements of historical information provided herein may
be deemed to be forward-looking statements. Without limiting the foregoing, the
words "believes", "anticipates", "plans", "expects" and similar expressions are
intended to identify forward-looking statements. Factors that could cause actual
results to differ materially from those reflected in the forward-looking
statements include, but are not limited to, those discussed under the heading
"Factors that May Affect Future Results" and elsewhere in this report and the
risks discussed in our other filings with the SEC. Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect
management's analysis, judgment, belief or expectation only as of the date
hereof. We undertake no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.

Corporate Restructuring

On June 29, 2006, certain of our subsidiaries which were incorporated in Canada,
Convergix Inc., Cynaptec Information Systems Inc., InteliSys Aviation Systems
Inc.; InteliSys Acquisition Inc. and InteliSys (NS) Co. (the "Canadian
Subsidiaries"), filed with the Queens Bench of the Province of New Brunswick,
Canada, a Notice of Intention to make a Proposal under the Canadian Bankruptcy
and Insolvency Act (the "Notice of Intention").

                                       17
<PAGE>

On August 7, 2006, we filed with the Queens Bench of the Province of New
Brunswick, Canada, a Notice of Intention to make a Proposal under the Canadian
Bankruptcy and Insolvency Act (the "Notice of Intention").

On August 31, 2006, we filed with the Queens Bench a proposal to make a
settlement with our creditors pursuant to Section 50.4(1) of the Canadian
Bankruptcy and Insolvency Act (the "Settlement Proposal"), in which we proposed
that our debts be settled as follows: (a) Secured creditors will be paid in
accordance with present arrangements or as may be arranged between them and us;
(b) Holders of preferred claims under the Canadian Bankruptcy and Insolvency Act
will be paid by September 30, 2006; (c) Tax liabilities owed by us to the
Canadian government will be paid within 90 days after the Settlement Proposal is
approved by the Queens Bench; and (d) Unsecured creditors will be paid by
September 30, 2006.

On October 4, 2006, the proposal submitted by us and the proposal submitted by
our subsidiaries in the Court of Queen's Bench of the Province of New Brunswick,
Canada was approved by the Court. Pursuant to such proposal, a new company
consisting of our existing employees and a group of new equity investors
("Newco") will acquire all the assets of our subsidiaries (the "Subsidiaries").
Jock English, Chief Operating Officer of IYSA will be the Chief Executive
Officer and President of Newco. The consideration for such purchase will consist
of $200,000 CDN in cash and $250,000 CDN in 3-year 8% notes to be issued by
Newco (the "Newco Notes"). Such notes will be secured by all the assets of
Newco. In addition, the beneficial ownership of Newco held by certain of the
current employees of the Subsidiaries is irrevocably transferred to the holders
of the Notes if the intellectual property of Newco is sold, there is a sale of
more than 51% of the initial common shares of Newco or the initiation of any
process to take Newco public within 3 years of the Court Order. If the Newco
Notes are in default, the 3-year period becomes extended to 5 years.

In accordance with the terms of the proposal, the secured claims of the
creditors of the Subsidiaries will be assumed by Newco. The unsecured claims of
our creditors are to receive $1,250 CDN within two months of court approval of
the proposal. After the payment of fees and any taxes owed pursuant to the
Income Tax Act (Canada), the Class A Unsecured Creditors of the Subsidiaries
shall receive $150 CDN in cash for each claim, the balance of cash from the sale
of assets after payment to secured creditors and the balance thereof by having
their respective proportion share of the Newco Notes. We, as The Class B
Creditor shall not receive any cash or Newco notes from the sale of the
subsidiaries. The Class C creditors (the employees of the subsidiaries) shall
receive $50,000 CDN in Newco notes to be distributed on a prorata basis.

The Court of Queen's Bench of the Province of New Brunswick, Canada approved the
proposals on October 6, 2006. The Court issued a Court Order ordering the sale
of all assets of the subsidiaries to Newco, subject to the conditions of the
proposal.

                                       18
<PAGE>

On November 17, 2006, subject to the terms of the Court Order issued by the
Court of Queen's Bench of the Province of New Brunswick, all assets of the
Canadian Subsidiaries were sold to 627450 New Brunswick Inc.

Prior to the restructuring described above, we were a provider of integrated
software solutions for regional, mid-sized airlines and fleet operators.


Plan of Operation

Since November 17, 2006, we have decided to attempt to acquire other assets or
business operations that will maximize shareholder value. No specific assets or
businesses have been definitively identified and there is no certainty that any
such assets or business will be identified or any transactions will be
consummated.

We expect that we will need to raise funds in order to effectuate our business
plans. We intend initially to seek additional investors to purchase our stock to
provide us with working capital to fund our operations. Thereafter, we will seek
to establish or acquire businesses or assets with additional funds raised either
via the issuance of shares or debt. There can be no assurance that additional
capital will be available to us. We may seek to raise the required capital by
other means. We may have to issue debt or equity or enter into a strategic
arrangement with a third party. We currently have no agreements, arrangements or
understandings with any person to obtain funds through bank loans, lines of
credit or any other sources. Since we have no such arrangements or plans
currently in effect, our inability to raise funds will have a severe negative
impact on our ability to remain a viable company. In pursuing the foregoing
goals, we may seek to expand or change the composition of the Board or make
changes to our current capital structure, including issuing additional shares or
debt and adopting a stock option plan.

We do not expect to generate any revenues over the next twelve months. Our
principal business objective for the next 12 months will be to seek, investigate
and, if such investigation warrants, engage in a business combination with a
private entity whose business presents an opportunity for our shareholders.

During the next 12 months we anticipate incurring costs related to filing of
Exchange Act reports, and costs relating to consummating an acquisition. We
believe we will be able to meet these costs through use of funds in our treasury
and additional amounts, as necessary, to be loaned by or invested in us by our
stockholder, management or other investors. We have no specific plans,
understandings or agreements with respect to the raising of such funds, and we
may seek to raise the required capital by the issuance of equity or debt
securities or by other means. Since we have no such arrangements or plans
currently in effect, our inability to raise funds for the consummation of an
acquisition may have a severe negative impact on our ability to become a viable
company.

                                       19
<PAGE>

Liquidity and Capital Resources

As of December 31, 2006, we had zero in cash, and a working capital deficit of
$108,969.

For the year ended December 31, 2006, net cash provided by continuing operations
was $33,930. Since November 17, 2006, accounts payable and accrued liabilities
increased by $96,504 in continuing operations.

For the year ended December 31, 2006, net cash from discontinued operations used
in operating activities was $50,314, mostly due to proceeds from creditor
proposal.

For the year ended December 31, 2006, net cash provided by investing activities
from discontinued operations was $65,535. During the period, $70,392 was used
for the acquisition of property and equipment in discontinued operations.

For the year ended December 31, 2006 net cash by financing activities from
discontinued operation was $15,221. During the period, $84,597 was proceeds from
long term debt from discontinued operations and $69,376 was the net repayment of
debt from discontinued operations.

During the year ended December 31, 2006 $39,022 was paid in interest.

Management plans to rely on the proceeds from new debt or equity financing and
the sale of shares held by it to finance its ongoing operations. During 2006, we
intend to continue to seek additional capital in order to meet our cash flow and
working capital. There is no assurance that we will be successful in achieving
any such financing or raise sufficient capital to fund our operations and
further development. We cannot assure you that financing will be available to us
on commercially reasonable terms, if at all. If we are not successful in
sourcing significant additional capital in the near future, we will be required
to significantly curtail or cease ongoing operations and consider alternatives
that would have a material adverse affect on our business, results of operations
and financial condition.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States, and make estimates and
assumptions that affect our reported amounts of assets, liabilities, revenue and
expenses. We base our estimates on historical experience and other assumptions
that we believe are reasonable in the circumstances. Actual results may differ
from these estimates.

The following critical accounting policies affect our more significant estimates
and assumptions used in preparing our consolidated financial statements.

The consolidated financial statements have been prepared on the going concern
basis, which assumes the realization of assets and liquidation of liabilities in
the normal course of operations. If we were not to continue as a going concern,
we would likely not be able to realize on our assets at values comparable to the
carrying value or the fair value estimates reflected in the balances set out in
the preparation of the consolidated financial statements. There can be no
assurances that we will be successful in generating additional cash from equity
or other sources to be used for operations. The consolidated financial
statements do not include any adjustments to the recoverability of assets and
classification of assets and liabilities that might be necessary should the
Company be unable to continue as a going concern

                                       20
<PAGE>

The Company accounts for software sales in accordance with Statement of Position
(SOP) No. 97-2, "Software Revenue Recognition". SOP 97-2 generally requires
revenues earned on software arrangements involving multiple elements to be
allocated to each element based on the relative fair value of the element.

Revenue from license fees is recognized when persuasive evidence of an agreement
exists, delivery of the product has occurred, the fee is fixed or determinable,
and collectability is probable. The Company maintains certain provisions for
product returns and rebates in accordance with SFAS No. 48 "Revenue Recognition
when Right of Return Exists". The Company considers arrangements regarding
certain customers with payment terms extending beyond customary payment terms
not to be fixed or determinable. If the fee is not fixed or determinable,
revenue is deferred and recognized when payments become due from the customer
providing that all other revenue recognition criteria have been met.
Software subscription, support, consulting service, and training program revenue
included in multiple-element arrangements is deferred and recognized on a
straight-line basis over the term of the software subscription and support
agreement. The fair value of the undelivered elements (software subscription,
specified upgrades, support, consulting services and training) is generally
determined based on the price charged for the undelivered element when sold
separately.

Off-Balance Sheet Arrangements

None.

Going Concern

The nature of the Company's financial status makes the Company lack the
characteristics of a going concern. This is because the company, due to its
financial condition, may have to seek loans or the sale of its securities to
raise cash to meet its cash needs. The Company has no revenue and no cash. The
level of current operations does not sustain the Company's expenses and the
Company has no commitments for obtaining additional capital. These factors,
among others, raise substantial doubt about its ability to continue as a going
concern.

                                       21
<PAGE>

Recent Accounting Pronouncements

In December 2004, the FASB issued a revision to SFAS No. 123, "Share-Based
Payment" (SFAS 123). This Statement requires a public entity to measure the cost
of employee services received in exchange for an award of equity instruments
based on the grant-date fair value of the award (with limited exceptions). That
cost will be recognized over the period during which the employee is required to
provide service in exchange for the award requisite service period (usually the
vesting period). No compensation cost is recognized for equity instruments for
which employees do not render the requisite service. Employee share purchase
plans will not result in recognition of compensation cost if certain conditions
are met; those conditions are much the same as the related conditions in SFAS
123. This Statement is effective for public entities that file as a small
business issuer as of the beginning of the first interim or annual reporting
period that begins after December 15, 2005. This Statement applies to all awards
granted after the required effective date and to awards modified, repurchased,
or cancelled after that date. The cumulative effect of initially applying this
Statement, if any, is recognized as of the required effective date and is not
expected to have a material impact on the Company's financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets - an amendment of APB Opinion No. 29" (SFAS 153). This Statement amends
Opinion 29 to eliminate the exception for non-monetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
non-monetary assets that do not have commercial substance. A non-monetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. The adoption of
SFAS 153 will not have a material impact on the Company's financial statements.

In May 2005, the Financial Accounting Standards Board issued SFAS No. 154,
"Accounting Changes and Error Corrections" (SFAS 154), which replaces APB
Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting
Changes in Interim Financial Statements-An Amendment of APB Opinion No. 28."
SFAS 154 provides guidance on the accounting for and reporting of accounting
changes and error corrections. It establishes retrospective application, or the
latest practicable date, as the required method for accounting for and reporting
a change in accounting principle and a correction of an error. SFAS 154 is
effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. The Company does not expect that the adoption
of SFAS 154 will have material impact on its financial position, results of
operations or cash flows.

In July 2006, the Financial Accounting Standards Board issued FASB
Interpretation (FIN) No. 48. "Accounting for Uncertainty in Income Taxes - An
Interpretation of FASB Statement No. 109" (FIN 48). FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in an enterprise's
financial statements in accordance with FASB Statement No. 109. "Accounting for
Income Taxes". FIN 48 also prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. The provisions of FIN 48 are
effective for fiscal years beginning after December 15, 2006. We will adopt FIN
48 in the first quarter of 2007. We do not believe the effect of adopting FIN 48
will have a material impact on our financial statements.

                                       22
<PAGE>

Recently, the FASB has been very active, issuing a number of accounting
pronouncements with various effective dates. These pronouncements, which were
not discussed above, do not have a material effect on our financial statements.


ITEM 7.   Financial Statements

The Consolidated Financial in this Annual Report begin on Page F-1

                                                                      Page




Independent Auditors' Report                                             1

Consolidated Balance Sheets                                              2

Consolidated Statements of Operations                                    3

Consolidated Statements of Shareholders' Deficiency                      4

Consolidated Statements of Cash Flows                                    5

Notes to the Consolidated Financial Statements                      6 - 16






<PAGE>


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders InteliSys Aviation Systems of
America, Inc.

We have audited the accompanying consolidated balance sheet of InteliSys
Aviation Systems of America, Inc. and Subsidiaries as of December 31, 2006 and
the related consolidated statements of operations, changes in shareholders'
deficiency and cash flows for the years ended December 31, 2006 and 2005. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of InteliSys Aviation
Systems of America, Inc. and Subsidiaries as of December 31, 2006 and the
results of their operations and their cash flows for the years ended December
31, 2006 and 2005, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations,
a net working capital deficit, a shareholders' deficiency and an accumulated
deficit that raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
2. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


                                              /s/SHERB & CO., LLP
                                              Certified Public Accountants
                                              Boca Raton, Florida
                                              March 23, 2007


<PAGE>

                   InteliSys Aviation Systems of America Inc.
                           Consolidated Balance Sheet
                            As at December 31, 2006
                                (in US dollars)


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

Liabilities:
Current liabilities
Accounts payable                                            $          16,053
Accrued expenses and other liabilities                                 92,916
                                                            ------------------
Total Liabilities                                                     108,969
                                                            ------------------


Shareholders' Deficiency
Capital stock - common (Note 5)                                        90,917
Additional paid in capital (Note 5)                                 8,336,789
Preferred stock issuable (Note 5)                                      12,500
Accumulated other comprehensive loss                                   (6,124)
Accumulated deficit                                                (8,543,051)
                                                            ------------------
                                                                     (108,969)
                                                            ------------------
                                                            $               -
                                                            ==================






        See accompanying notes to the consolidated financial statements.

<PAGE>

                   InteliSys Aviation Systems of America Inc.
                     Consolidated Statements of Operations
                 For the years ended December 31, 2006 and 2005
                                (in US dollars)
<TABLE>
<CAPTION>

                                                                            2006                      2005
                                                                  ---------------------      --------------------
<S>                                                               <C>                        <C>
Operating Expenses                                                $            130,436       $           75,707

Income from Discontinued Operations                                          3,331,597                 (312,328)
                                                                  ---------------------      --------------------

Net income (loss) before income taxes                                        3,201,161                 (388,035)
                                                                  ---------------------      --------------------

Income taxes (Note 9)                                                           -                          -
                                                                  ---------------------      --------------------

Net income (loss)                                                 $         3,201,161        $         (388,035)
                                                                  =====================      ====================

Net loss per share-basic and diluted before
Discontinued operations (Note 3)                                  $             (0.001)      $           (0.001)

Discontinued operations (Note 3)                                                 0.036                   (0.004)
                                                                  ---------------------      --------------------
Net income (loss) per share-basic and diluted                     $              0.035       $           (0.005)
                                                                  ---------------------      --------------------

Weighted average number of shares
    outstanding - basic and diluted                                         91,329,175                79,886,736
                                                                  =====================      ====================

</TABLE>


        See accompanying notes to the consolidated financial statements.

<PAGE>

                   InteliSys Aviation Systems of America Inc.
              Consolidated Statements of Shareholders' Deficiency
         For the years ended December 31, 2006 and 2005 (In US dollars)

<TABLE>
<CAPTION>

                                                                                                             Accumulated
                                        Common     Additional   Common  Preferred                             other
                              Common    Capital       Paid      Shares   Shares  Subscriptions  Accumulated  comprehensive
                              Shares     Stock     In Capital  issuable issuable receivable     Deficit       loss         Total
                            --------------------------------------------------------------------------------------------------------
<S>              <C> <C>     <C>         <C>       <C>          <C>     <C>       <C>        <C>            <C>         <C>
Balance-December 31, 2004    70,443,901  $ 70,394  $ 7,921,066  $20,509 $      -  $        - $ (11,356,177) $ (889,822) $(4,234,030)
Stock issued on exercise
of stock options (Note 5)     1,285,000     1,285                                                                             1,285
Stock issued for settlement
of shareholder debt (Note 5) 11,025,430    11,025       59,484  (20,509)                                                     50,000
Stock issuable for
settlement of shareholder
debt (Note 5)                                                             12,500                                             12,500
Stock options issued for
consulting services (Note 5)                           242,741                                                              242,741
Stock options issued to
 employees                                              18,504                                                               18,504
Stock subscribed  (Note 5)   10,600,000    10,600                                    (10,600)
Stock returned in settlement
 of consulting services
 (Note 5)                      (886,800)     (887)     (17,736)                        3,100                                (15,523)
Capital Contribution                                    76,730                                                               76,730
Net Loss                                                                                          (388,035)
Currency translation
 adjustment                                                                                                   (136,405)
Total comprehensive loss                                                                                                   (524,440)
                            --------------------------------------------------------------------------------------------------------
Balance - December 31, 2005  92,467,531    92,417    8,300,789        -   12,500      (7,500)  (11,744,212) (1,026,227)  (4,372,233)
                            --------------------------------------------------------------------------------------------------------
Stock options issued to
 employees (note 5)                                     34,500                                                               34,500
Exchangeable Shares
 forfeited (note 5)          (1,500,000)   (1,500)       1,500
Subscriptions receivable
 uncollectible                                                                         7,500                                  7,500
Net Income                                                                                       3,201,161
Currency translation
 adjustment                                                                                                  1,020,103
Total comprehensive income                                                                                                4,221,264
                            --------------------------------------------------------------------------------------------------------
Balance - December 31, 2006  90,967,531  $ 90,917   $8,336,789  $     - $ 12,500  $        - $  (8,543,051) $   (6,124) $  (108,969)
                            ========================================================================================================
</TABLE>

        See accompanying notes to the consolidated financial statements

<PAGE>

                   InteliSys Aviation Systems of America Inc.
                     Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 2006 and 2005
                                (in US dollars)

<TABLE>
<CAPTION>

                                                                                 2006               2005
                                                                         ------------------     --------------
Operating activities
<S>                                                                      <C>                    <C>
Loss from continuing operations                                          $        (130,436)     $     (75,707)
Adjustments  to reconcile loss from  continuing  operations to net cash
used in continuing operating activities:
Changes in non-cash working capital items
   Accounts payable and accrued liabilities                                         96,506             55,000
                                                                         ------------------     --------------
Net cash used in continuing operating activities                                   (33,930)           (20,707)
Income (loss) from discontinued operations                                       3,331,596           (312,328)
Adjustments   to  reconcile   net  income  to  net  cash   provided  by
discontinued operating activities
Items not affecting cash:
   Depreciation and amortization                                                    96,254            130,826
   Stock based compensation - consultants (Note 5)                                       -            242,741
   Stock based compensation - return of shares (Note 5)                                  -            (18,623)
   Stock based compensation - employees (Note 5)                                    34,500             18,504
   Proceeds from creditor proposal - discontinued operations                       285,055                  -
   Gain on debt settlement - discontinued operations                           (4,353,615)           (255,027)
   Loss on disposal of fixed assets -  discontinued operations                     536,336             25,332
   Bad debt expense                                                                 29,389              9,171
Increase in net assets from discontinued operations - current                      124,729            278,247
                                                                         ------------------     --------------
Net cash provided by operating activities - discontinued operations                 84,244            118,843
                                                                         ------------------     --------------
       Net cash provided by operating activities                                    50,314             98,136
                                                                         ------------------     --------------
Investing activities
   Proceeds from disposition of capital assets-discontinued operations               4,857                  -
   Acquisition of property and equipment-discontinued operations                   (70,392)           (23,976)
                                                                         ------------------     --------------
Net cash used in investing activities                                              (65,535)           (23,976)
                                                                         ------------------     --------------
Financing activities
Proceeds from the issuance of capital stock                                              -              1,285
Proceeds from long term debt- discontinued operations                               84,597                  -
Net repayment of bank indebtedness-discontinued operations                         (27,610)           (28,786)
   Repayment of long-term debt-discontinued operations                             (41,766)           (62,638)
                                                                         ------------------     --------------
Net cash (used in) provided by financing activities                                 15,221           (90,139)
                                                                         ------------------     --------------

Effects of exchange rates on cash                                                        -            (15,979)
                                                                         ------------------     --------------
Net increase (decrease) in cash                                                          -                  -
Cash,  beginning of period                                                               -                  -
                                                                         ------------------     --------------
Cash, end of period                                                      $               -      $           -
                                                                         ==================     ==============

Supplemental cash flow information
Interest paid                                                            $          39,022      $      27,917
Non-cash operating, investing and financing activities
Stock issued as part of shareholder settlement                                                        662,500
                                                                                         -
Stock based compensation                                                            34,500            242,622
</TABLE>

         See accompanying notes to the consolidated financial statements
<PAGE>

                   InteliSys Aviation Systems of America Inc.
                 Notes to the Consolidated Financial Statements
                               December 31, 2006
                                (in US dollars)


1.       Description of business

The Company was formerly a provider of commercial reservation systems and
integrated software solutions for low fare, regional, and mid-sized airlines. On
November 17, 2006, subject to the terms of the Court Order issued by the Court
of Queen's Bench of the Province of New Brunswick, all assets of the Canadian
Subsidiaries were sold to 627450 New Brunswick Inc.

Our company, based on our proposed business activities, is a "blank check"
company. The U.S. Securities and Exchange Commission (the "SEC") defines those
companies as "any development stage company that is issuing a penny stock,
within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and that has no specific business plan or
purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Under SEC Rule 12b-2 under the Securities
Act of 1933, as amended (the "Securities Act"), we also qualify as a "shell
company," because we have no or nominal assets (other than cash) and no or
nominal operations. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a
market to develop in our securities, either debt or equity, until we have
successfully concluded a business combination. We intend to comply with the
periodic reporting requirements of the Exchange Act for so long as we are
subject to those requirements.

In August of 2003, the Company changed its name from Apta Holdings, Inc. to
InteliSys Aviation Systems of America Inc ("IASA"), pursuant to a consent of the
Company's shareholders, to better reflect its new business activities.

IASA was incorporated on June 4, 1999 in the State of Delaware. IASA was
formerly engaged in two lines of business: owning and operating income producing
real estate, and a finance business which originated and serviced loans to
individuals and to businesses. The real estate business was spun off in 2000.
The finance business was sold prior to December 31, 2002.

On December 31, 2002, IASA acquired 100% of the issued and outstanding common
stock of CONVERGix, Inc. ("CONVERGix"), a Canadian corporation, pursuant to a
share exchange agreement dated November 22, 2002. Under the share exchange
agreement, IASA issued 3,295,000 shares of its common stock plus 21,788,333 of
Class B Special "exchangeable shares" of Intelisys Acquisition, Inc., a 100%
owned subsidiary of IASA. The exchangeable shares have equal voting rights and
equal economic value as IASA common stock. These exchangeable shares may be
exchanged by the holder at any time on a one-for-one basis for IASA common
stock, and if not exchanged prior to December 31, 2012, will be exchanged for
IASA common stock on that date. As a result of the merger, the shareholders of
CONVERGix are now shareholders of IASA. In conjunction with the merger, all of
the directors and officers of IASA resigned and the shareholders have appointed
a new board of directors and officers, which consists of the directors and
officers of CONVERGix.

The merger was accounted for as a reverse acquisition and resulted in CONVERGix
becoming the accounting acquirer, whereby the historical financial statements of
IASA have become those of CONVERGix.

In conjunction with the merger and recapitalization of CONVERGix, CONVERGix's
25,083,333 issued and outstanding common stock were reclassified into common
stock of IASA or exchangeable shares of Intelisys Acquistion Inc., which
represent IASA common stock equivalents. Because IASA was inactive at December
31, 2002, net assets acquired were Nil.

<PAGE>

                   InteliSys Aviation Systems of America Inc.
                 Notes to the Consolidated Financial Statements
                               December 31, 2006
                                (in US dollars)

1.       Description of business (continued)

CONVERGix is incorporated under the New Brunswick Business Corporations Act in
Canada and is a holding company, which holds investments in two subsidiary
companies whose business activities include developing, marketing, installation
and support of a suite of aviation enterprise software for the global market.

CONVERGix was incorporated on January 18, 2001 in connection with a corporate
reorganization of its two subsidiary companies, Cynaptec Information Systems
Inc. and InteliSys Aviation Systems Inc. Following this reorganization,
CONVERGix owns 100% of the issued and outstanding common shares of Cynaptec
Information Systems Inc. and 53% of the issued and outstanding common shares of
InteliSys Aviation Systems Inc. On March 31, 2001, the Company abandoned its
operations in Cynaptec Information Systems Inc. in order to concentrate on the
development and marketing of the "Amelia" software product developed by
Intelisys Aviation Systems Inc.

Cynaptec Information Systems Inc. owns 47% of the issued and outstanding common
shares of InteliSys Aviation Systems Inc.

The reorganization on January 18, 2001 did not result in a change of control of
Cynaptec Information Systems Inc. and InteliSys Aviation Systems Inc.

The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America and
include the following significant accounting policies:

On June 29, 2006, all subsidiaries of the Company (the "Registrant") which were
incorporated in Canada filed with the Queens Bench of the Province of New
Brunswick, Canada, a Notice of Intention to make a Proposal under the Canadian
Bankruptcy and Insolvency Act (the "Notice of Intention"). Such subsidiaries
were the following (the "Canadian Subsidiaries"): Convergix Inc.; Cynaptec
Information Systems Inc.; InteliSys Aviation Systems Inc.; InteliSys Acquisition
Inc.; and InteliSys (NS) Co.

On October 4, 2006, the proposal submitted by InteliSys Aviation Systems of
America Inc. (the "Registrant") and its subsidiaries in the Court of Queen's
Bench of the Province of New Brunswick, Canada was approved by the Court.
Pursuant to such proposal, a new company consisting of the existing employees of
the Registrant and a group of new equity investors ("Newco") acquired all the
assets of the subsidiaries of the Registrant (the "Subsidiaries". The
consideration for such purchase consisted of $200,000 CDN in cash and $250,000
CDN in 3-year 8% notes issued by Newco (the "Newco Notes"). Such notes were
secured by all the assets of Newco. In accordance with the terms of the
proposal, the secured claims of the creditors of the Subsidiaries were assumed
by Newco (there were no secured creditors of the Registrant). The unsecured
claims of the creditors of the Registrant received $1,250 CDN within two months
of court approval of the proposal. After the payment of fees and any taxes owed
pursuant to the Income Tax Act (Canada), the Class A Unsecured Creditors of the
Subsidiaries received $150 CDN in cash for each claim, the balance of cash from
the sale of assets after payment to secured creditors and the balance thereof by
having their respective proportion share of the Newco Notes. The Class B
Creditor (the Registrant) did not receive any cash or Newco notes from the sale
of the subsidiaries. The Class C creditors (the employees of the subsidiaries)
received $50,000 CDN in Newco notes distributed on a prorata basis.

<PAGE>

                   InteliSys Aviation Systems of America Inc.
                 Notes to the Consolidated Financial Statements
                                December 31, 2006
                                (in US dollars)

1.       Description of business (continued)

As a result of the approval of the proposal by the Court of Queen's Bench of the
Province of New Brunswick, Canada, on October 6, 2006 the Court issued a Court
Order ordering the sale of all assets of the subsidiaries to Newco subject to
conditions of the proposal.

On November 17, 2006, subject to the terms of the Court Order issued by the
Court of Queen's Bench of the Province of New Brunswick, all assets of the
Canadian Subsidiaries were sold to 627450 New Brunswick Inc. The Company has
started the process of dissolving the Canadian Subsidiary companies.

2.      Ability to continue operations

The Company was formerly a provider of commercial reservation systems and
integrated software solutions for low fare, regional, and mid-sized airlines.
Since inception, we have had insignificant revenues and incurred a cumulative
net loss of $8,543,051 through December 31, 2006. In addition, we had a working
capital deficit of $108,969 at December 31, 2006. These factors contributed to
the Company's inability to continue as a going concern. On November 17, 2006,
subject to the terms of the Court Order issued by the Court of Queen's Bench of
the Province of New Brunswick, all assets of the Canadian Subsidiaries were sold
to 627450 NB Inc.

We will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until a buyer for the shell is found. This may result in our
incurring a net operating loss that will increase continuously until we merge
with a profitable business opportunity. We cannot assure you that we can
identify a suitable business opportunity. If we cannot continue as a going
concern, our stockholders may lose their entire investment in us.

3.       Discontinued Operations

In June 2006, we committed to a plan to exit our business of providing
commercial reservation systems and integrated software solutions for low fare,
regional, and mid-sized airlines. On November 17th, 2006, we completed the
divestiture of all assets of the canadian subsidiaries. All financial results
preceding the November 17th, 2006 divestiture date were reported as discontinued
operations.

Sales from discontinued operations for the year ending December 31, 2006 were
$1,528,645, which represents the discontinued operations period of January 1,
2006 - November 17th, 2006. Net Income from discontinued operations for the year
ending December 31, 2006 were $3,331,596, which represents the discontinued
operations period of January 1, 2006 - November 17th, 2006. Sales from
discontinued operations for the year ending December 31, 2005 were $1,944,885,
which represents the discontinued operations period of January 1, 2005 -
December 31, 2005. Net Loss from discontinued operations for the year ending
December 31, 2005 were $312,328, which represents the period of January 1, 2005
- December 31, 2005. As at December 31, 2006, assets associated to discontinued
operations were $nil, and liabilities associated to discontinued operations were
$nil.

The following is a summary of the events that were completed in order to
complete the divestiture plan;

On June 29, 2006, all subsidiaries of the Company (the "Registrant") which were
incorporated in Canada filed with the Queens Bench of the Province of New
Brunswick, Canada, a Notice of Intention to make a Proposal under the Canadian
Bankruptcy and Insolvency Act (the "Notice of Intention"). Such subsidiaries
were the following (the "Canadian Subsidiaries"): Convergix Inc.; Cynaptec
Information Systems Inc.; InteliSys Aviation Systems Inc.; InteliSys Acquisition
Inc.; and InteliSys (NS) Co.

<PAGE>

                   InteliSys Aviation Systems of America Inc.
                 Notes to the Consolidated Financial Statements
                               December 31, 2006
                                (in US dollars)

3.       Discontinued Operations (continued)

On August 7, 2006, we filed with the Queens Bench of the Province of New
Brunswick, Canada, a Notice of Intention to make a Proposal under the Canadian
Bankruptcy and Insolvency Act (the "Notice of Intention").

On August 31, 2006, we filed with the Queens Bench a proposal to make a
settlement with our creditors pursuant to Section 50.4(1) of the Canadian
Bankruptcy and Insolvency Act (the "Settlement Proposal"), in which we proposed
that the debts be settled as follows: (a) Secured creditors will be paid in
accordance with present arrangements or as may be arranged between them and us;
 (b) Holders of preferred claims under the Canadian Bankruptcy and Insolvency
Act will be paid by September 30, 2006; (c) Tax liabilities owed by us to the
Canadian government will be paid within 90 days after the Settlement Proposal is
approved by the Queens Bench; and (d) Unsecured creditors will be paid by
September 30, 2006.

On October 4, 2006, the proposal submitted by InteliSys Aviation Systems of
America Inc. (the "Registrant") and its subsidiaries in the Court of Queen's
Bench of the Province of New Brunswick, Canada was approved by the Court.
Pursuant to such proposal, a new company consisting of the existing employees of
the Registrant and a group of new equity investors ("Newco") acquired all the
assets of the subsidiaries of the Registrant (the "Subsidiaries". The
consideration for such purchase consisted of $200,000 CDN in cash and $250,000
CDN in 3-year 8% notes issued by Newco (the "Newco Notes"). Such notes were
secured by all the assets of Newco.
In accordance with the terms of the proposal, the secured claims of the
creditors of the Subsidiaries were assumed by Newco (there were no secured
creditors of the Registrant). The unsecured claims of the creditors of the
Registrant were to receive $1,250 CDN within two months of court approval of the
proposal. After the payment of fees and any taxes owed pursuant to the Income
Tax Act (Canada), the Class A Unsecured Creditors of the Subsidiaries were to
receive $150 CDN in cash for each claim, the balance of cash from the sale of
assets after payment to secured creditors and the balance thereof by having
their respective proportion share of the Newco Notes. The Class B Creditor (the
Registrant) shall not receive any cash or Newco notes from the sale of the
subsidiaries. The Class C creditors (the employees of the subsidiaries) received
$50,000 CDN in Newco notes to be distributed on a prorata basis.

As a result of the approval of the proposal by the Court of Queen's Bench of the
Province of New Brunswick, Canada, on October 6, 2006 the Court issued a Court
Order ordering the sale of all assets of the subsidiaries to Newco subject to
conditions of the proposal.

On November 17, 2006, subject to the terms of the Court Order issued by the
Court of Queen's Bench of the Province of New Brunswick, all assets of the
Canadian Subsidiaries were sold to 627450 New Brunswick Inc. The process has
begun to dissolve the Canadian Subsidiary companies. Effective November 17th,
2006 all assets of the Canadian Subsidiaries of the Registrants were sold to
627450 New Brunswick Inc for $200,000 CDN in cash and $250,000 CDN in 3-year 8%
notes to be issued by 627450 NB Inc. Such notes were secured by all assets of
627450 NB Inc. In accordance with the terms of the proposal, the secured claims
of the creditors of the Subsidiaries were assumed by 627450 NB Inc. The
company's financial results have been accounted for under the requirements of
paragraph 30 of Statements of Financial Accounting Standards 144 "Accounting for
the Impairment of Long-Lived Assets."

<PAGE>

                   InteliSys Aviation Systems of America Inc.
                 Notes to the Consolidated Financial Statements
                               December 31, 2006
                                (in US dollars)


4.       Summary of significant accounting policies

a)       Principles of consolidation

The consolidated financial statements include the accounts of InteliSys Aviation
Systems of America Inc., and its wholly-owned subsidiaries:

o        InteliSys Acquisition, Inc.
o        InteliSys (Nova Scotia) Co.
o        CONVERGix, Inc.
o        InteliSys Aviation Systems Inc.
o        Cynaptec Information Systems Inc.

Significant inter-company transactions have been eliminated on consolidation.

b)       Income taxes

The Company accounts for income taxes on the liability method, as outlined by
Statement of Financial Accounting Standards 109, "Accounting for Income Taxes".
Income taxes are provided for current taxes payable or refundable, and temporary
differences arising from the future tax consequences of events that have been
recognized in the Company's financial statements or income tax returns. The
effect of income taxes is measured based on currently enacted tax laws and rate.
A valuation allowance is provided for deferred tax assets when it is more likely
than not that some or all of such assets will not be realized.

c) Comprehensive (loss) income

Comprehensive income or loss encompasses net income or loss and "other
comprehensive income or loss", which includes all other non-owner transactions
and events that change shareholders' (deficiency). The Company's other
comprehensive income (loss) reflects the effect of foreign currency translation
adjustments on the translation of the financial statements from the functional
currency of Canadian dollars into the reporting currency of U.S. dollars.

d) Reporting currency and foreign currency translation

The Company's functional currency is the Canadian dollar since it is the
currency of the primary economic environment in which the Company operates.
Assets and liabilities are translated into United States dollars using the
current rate of exchange at the balance sheet date. Revenues, expenses, gains
and losses are translated into United States dollars using the weighted-average
exchange rate prevailing during the period.

e)       Stock-based compensation

On December 16, 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 123(R), "Share-Based Payment", which is a revision of SFAS No. 123 and
supersedes APB Opinion 25. SFAS No. 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be valued at fair
value on the date of grant, and to be expensed over the applicable vesting
period. Pro forma disclosure of the income statement effects of share-based
payments is no longer an alternative. SFAS No. 123(R) is effective for all
stock-based awards granted on or after January 1, 2006. In addition, companies
must also recognize compensation expense related to any awards that are not
fully vested as of the effective date. Compensation expense for the unvested
awards will be measured based on the fair value of the awards previously
calculated in developing the pro forma disclosures in accordance with the
provisions of SFAS No. 123.

<PAGE>

                   InteliSys Aviation Systems of America Inc.
                 Notes to the Consolidated Financial Statements
                               December 31, 2006
                                (in US dollars)

f) Loss per share

The Company computes net earnings (loss) per common share in accordance with
SFAS No. 128, "Earnings Per Share" (SFAS 128) and SAB No. 98 (SAB 98). Under the
provisions of SFAS 128 and SAB 98, basic net earnings (loss) per common share is
computed by dividing the net earnings (loss) available to common stockholders
for the period by the weighted average number of shares of common stock
outstanding during the period. Intelisys Acquistion Inc. Special Class B
Exchangeable Shares are included in the weighted average number of shares of
common stock outstanding. These Special Class B Exchangeable Shares may be
exchanged by the holder thereof at any time on a one-for-one basis for common
stock of the Company. Net earnings (loss) per share on a diluted basis is
computed by dividing the net earnings (loss) for the period by the weighted
average number of common and dilutive common stock equivalent shares outstanding
during the period. In addition, at December 31, 2006, there are 8,244,212 stock
options issued and unexercised, which are not part of total of common stock
outstanding. At December 31, 2005, there were 5,944,212 stock options issued and
unexercised which were not part of the total of common stock outstanding.

At December 31, 2005, the effect of outstanding convertible debt has not been
included in the diluted loss per share as such amounts would be anti-dilutive.

g) Recent accounting pronouncements

In February 2006, the FASB issued SFAS 155, which applies to certain "hybrid
financial instruments," which are instruments that contain embedded derivatives.
The new standard establishes a requirement to evaluate beneficial interests in
securitized financial assets to determine if the interests represent
freestanding derivatives or are hybrid financial instruments containing embedded
derivatives requiring bifurcation. This new standard also permits an election
for fair value remeasurement of any hybrid financial instrument containing an
embedded derivative that otherwise would require bifurcation under SFAS 133. The
fair value election can be applied on an instrument-by-instrument basis to
existing instruments at the date of adoption and can be applied to new
instruments on a prospective basis. The adoption of SFAS No.155 did not have a
material impact on the Company's financial position and results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. The adoption of this statement is not
expected to have a significant effect on the Company's future reported financial
position or results of operations.

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109." This interpretation provides guidance
for recognizing and measuring uncertain tax positions, as defined in SFAS No.
109, "Accounting for Income Taxes." FIN No. 48 prescribes a threshold condition
that a tax position must meet for any of the benefit of an uncertain tax
position to be recognized in the financial statements. Guidance is also provided
regarding de-recognition, classification, and disclosure of uncertain tax
positions. FIN No. 48 is effective for fiscal years beginning after December 15,
2006. The Company does not expect that this interpretation will have a material
impact on its financial position, results of operations, or cash flows.

<PAGE>

                   InteliSys Aviation Systems of America Inc.
                 Notes to the Consolidated Financial Statements
                               December 31, 2006
                                (in US dollars)


g) Recent accounting pronouncements (continued)

In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, "Fair Value Measurements" ("FAS 157"). This Statement defines fair
value as used in numerous accounting pronouncements, establishes a framework for
measuring fair value in generally accepted accounting principles and expands
disclosure related to the use of fair value measures in financial statements.
The Statement is to be effective for the Company's financial statements issued
in 2008; however, earlier application is encouraged. The Company is currently
evaluating the timing of adoption and the impact that adoption might have on its
financial position or results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when quantifying Misstatements in
Current Year Financial Statements ("SAB 108"). SAB 108 requires companies to
evaluate the materiality of identified unadjusted errors on each financial
statement and related financial statement disclosure using both the rollover
approach and the iron curtain approach, as those terms are defined in SAB 108.
The rollover approach quantifies misstatements based on the amount of the error
in the current year financial statement, whereas the iron curtain approach
quantifies misstatements based on the effects of correcting the misstatement
existing in the balance sheet at the end of the current year, irrespective of
the misstatement's year(s) of origin. Financial statements would require
adjustment when either approach results in quantifying a misstatement that is
material. Correcting prior year financial statements for immaterial errors would
not require previously filed reports to be amended. If a Company determines that
an adjustment to prior year financial statements is required upon adoption of
SAB 108 and does not elect to restate its previous financial statements, then it
must recognize the cumulative effect of applying SAB 108 in fiscal 2006
beginning balances of the affected assets and liabilities with a corresponding
adjustment to the fiscal 2006 opening balance in retained earnings. SAB 108 is
effective for interim periods of the first fiscal year ending after November 15,
2006. The adoption of SAB 108 did not have an impact on the Company's
consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the consolidated financial
statements upon adoption.

5.       Capital stock

At December 31, 2006, the Company is authorized to issue:

1)       10,000,000 shares of preferred stock, par value $0.001 per share.
2)       100,000,000 shares of common stock, par value $0.001 per share.

At December 31, 2006, there are 70,679,198 shares of common stock and 1 share of
preferred stock outstanding. In addition, there are 20,288,333 issued and
outstanding Special Class B "Exchangeable Shares" in IASA's wholly owned
subsidiary Intelisys Acquisition Inc. As outlined in Note 2(a), the exchangeable
shares have equal voting rights and equal economic value as IASA common shares
as they may be exchanged by the holder at any time on a one-for-one basis for
IASA common shares, and if not exchanged prior to December 31, 2012, will be
exchanged for IASA common shares on that date.

Accordingly, the Special Class B exchangeable shares have been accounted for as
if they are issued and outstanding in the Company at December 31, 2006 and have
been included in calculating the basic loss per share.

During the year ended December 31, 2006, a shareholder forfeited 1,500,000
Special Class B "Exchangeable Shares" in the Company's wholly owned subsidiary
Intelisys Acquisition Inc. recorded as at par value.

<PAGE>

                   InteliSys Aviation Systems of America Inc.
                 Notes to the Consolidated Financial Statements
                               December 31, 2006
                                (in US dollars)


5. Capital stock (continued)

During the year ended December 31, 2005, the Company issued 1,025,430 shares of
common stock at a value of $0.02 per share to an employee in settlement of
$20,509 owed to the employee.

During the year ended December 31, 2005, the Company issued 1,285,000 shares of
common stock pursuant to the exercise of some of the Company's outstanding stock
options for consideration of $1,285. During this same period, the Company also
issued 10,600,000 shares of subscribed common stock pursuant to the exercise of
some of the Company's outstanding stock options for subscriptions receivable of
$10,600.

During the year ended December 31, 2005, the Company issued 10,000,000 shares of
common stock at a value of $0.005 per share to an employee in settlement of
$50,000 accrued expenses and commissions owed to the employee.

During the year ended December 31, 2005, 886,800 shares of common stock were
returned to the Company in settlement of consulting services in the amount of
$18,623 at a value of $0.02 per share and subscriptions receivable in the amount
of $3,100.

During the year ended December 31, 2005 the Company recorded a forgiveness of
debt by a shareholder in the amount of $76,730 which has been recorded as
capital contribution.

During the year ended December 31, 2005, the Company agreed to issued 1 share of
preferred stock in settlement of $12,500 accrued commissions owed to the
shareholder. The preferred stock remains issuable at December 31, 2005.

Stock options
During the year ended December 31, 2006, the Company issued 2,300,000 stock
options to employees, under it's 2005 Stock Option Plan as filed with the
Securities and Exchange Commission in June 2005, valued at $34,500. The per
share weighted average fair value of $.015 for 2,300,000 stock options was
estimated using the Black-Scholes option pricing model with the assumptions of
risk-free interest rate of 4.11%, volatility of 290.7%, expected life of 10
years.

During the year ended December 31, 2005, the Company issued 10,600,000 stock
options to consultants in lieu of payment for services, under its 2005 Stock
Option Plan as filed with the Securities and Exchange Commission in June 2005,
valued at $242,741. The per share weighted average fair value of $0.03 for these
stock options was estimated using the Black-Scholes option pricing model with
the assumptions of risk-free interest rate of 4.13%, volatility of 290%,
expected life of 10 years. As at December 31, 2005, all options have been
exercised. During the year, 886,800 shares were returned for consulting services
not performed to a total of $18,623.

During the year ended December 31, 2005, the Company issued 3,109,000 stock
options to employees, under its 2004 Stock Options Plan as filed with the
Securities and Exchange Commission in April 2004, valued at $18,504. In October
2005, the per share weighted average fair value of $.0006 for 2,809,000 stock
options was estimated using the Black-Scholes option pricing model with the
assumptions of risk-free interest rate of 4.16%, volatility of 290.7%, expected
life of 10 years. In November 2005, the per share weighted average fair value of
$.0055 for 300,000 stock options was estimated using the Black-Scholes option
pricing model with the assumptions of risk-free interest rate of 4.06%,
volatility of 290.7%, expected life of 10 years.

<PAGE>

                   InteliSys Aviation Systems of America Inc.
                 Notes to the Consolidated Financial Statements
                               December 31, 2006
                                (in US dollars)


5.       Capital stock (continued)

The following table outlines the status of all of the Company's outstanding
stock options:

<TABLE>
<CAPTION>

Amount                     Exercise price            Date exercisable                   Expiration

<S>                        <C>                                                                  <C> <C>
2,286,854                  $0.001                     immediately                      December 31, 2014
  548,358                  $0.03                      immediately                      December 31, 2014
2,809,000                  $0.006                     immediately                       October 25, 2015
  300,000                  $0.0055                    immediately                      November 25, 2015
2,300,000                  $0.015                     immediately                        January 9, 2016
---------
8,244,212
</TABLE>

Stock option activity is presented below:
<TABLE>
<CAPTION>

                                                                                      Weighted
                                                                                      average
                                                        Number of shares              exercise price

<S>                   <C> <C>                           <C>                             <C>
Outstanding, December 31, 2004                          4,987,670                       $0.022
Granted in 2005                                         13,709,000                      0.0021
Exercised in 2005                                       (11,885,000)                    $0.001
Forfeited in 2005                                       (867,458)                       $0.0825
                                                        ---------                       -------
Outstanding, December 31, 2005                          5,944,212                       $0.0063
Granted in 2006                                         2,300,000                         0.015
Exercised in 2006                                               -                             -
Forfeited in 2006                                               -                             -
                                                        ---------                       -------
Outstanding, December 31, 2006                          8,244,212                       $0.0087
                                                        =========                       =======
</TABLE>

6. Gain/loss on debt settlement

During the year ended December 31, 2006, the Company reached a settlement with
certain unsecured trade creditors that resulted in the Company recording a gain
on debt settlement of $10,720 (2005 - $69,742).

During the year ended December 31, 2006, the Company was released from its
obligation to repay an infrastructure loan of $12,379 with a client due to early
termination of the contract with resulting forfeiture of the loan amount by the
client.

During the year ended December 31, 2006, the Company was unable to collect
subscriptions receivable from 2 individuals who exercised stock options in 2004.
The total receivable in the amount of $7,500 was written off to bad debt
expense.

On November 17, 2006, as a result of the approval of the proposal by the Court
of Queen's Bench of the Province of New Brunswick, Canada, on October 6, 2006
the Court issued a Court Order ordering the sale of all assets of the
subsidiaries to 627450 NB Inc. subject to conditions of the proposal. The
Company was released from its obligations to repay creditors which resulted in a
gain on settlement of $3,727,659.

7. Proceeds from sale of assets

On November 17th, 2006 all assets of the Canadian Subsidiaries of the
Registrants were sold to 627450 NB Inc for $200,000 CDN in cash and $250,000 CDN
in 3-year 8% notes to be issued by 627450 NB Inc. Such notes are secured by all
assets of 627450 NB Inc. Proceeds from sale of assets to 627450 NB Inc. totalled
$294,924.

<PAGE>

                   InteliSys Aviation Systems of America Inc.
                 Notes to the Consolidated Financial Statements
                               December 31, 2006
                                (in US dollars)


8. Disposal of fixed assets

On November 17th, 2006 all fixed assets of the Canadian Subsidiaries were sold
to 627450 NB Inc. Loss on disposal of assets totaled $554,906.

9.       Income taxes

The components of the Company's deferred tax assets and liabilities are
approximately as follows:
                                                    2006               2005
                                                    ----               ----
 Temporary differences:
 Accrued wages                              $         -       $      72,900
 Net operating loss carryforwards                     -           2,550,000
                                            ------------      -------------
 Deferred tax asset                                   -           2,622,900
 Valuation allowance                                  -          (2,622,900)
                                             ------------     --------------
 Net deferred tax asset                      $        -       $           -
                                             ============     ==============

The reconciliation of income tax attributable to continuing operations computed
at the U.S. Federal and Canadian statutory tax rates to income tax expense is:

                                                         2006          2005
                                                         ----          ----

  Tax at blended U.S. / Canadian statutory rates          35%           35%
  Change in valuation allowance                         (35%)         (35%)
                                                      -------      --------
  Tax recovery (expense)                                    -             -
                                                      =======      ========

At December 31, 2006, the Company had net operating loss carryforwards of
approximately $4,714,330 available to offset future taxable income, which expire
through 2011 and $1,252,465 which expire through 2016. Pursuant the Court
Agreement related to the sale of assets of Canadian Subsidiaries (item 16), the
Corporation, upon acceptance of this Proposal by its creditors and approval by
the Court, irrevocably undertakes that it will not claim any Canadian Residual
Losses in any future Canadian income tax filings. "Canadian Residual Losses" are
those capital losses and non-capital losses existing as at June 29, 2006, less
the amount of debt forgiveness resulting from the completion of this Proposal.
The Corporation further undertakes to advise the Canada Revenue Agency, in
writing, of this undertaking and wind up forthwith after the Trustee has issued
the Certificated of Full Performance.

The Company's actual tax benefit differs from the expected tax benefit as
follows:

                                                        2006               2005
                                                        ----               ----
 Expected tax benefit at statutory rates         $         -      $     (95,000)
 Adjustment to prior year valuation allowance              -            415,600
 Permanent differences                               192,586            180,500
                                                     -------            -------

 (Decrease) increase in valuation allowance        ( 192,586 )         (501,100)
                                                 -------------    --------------
                                                 $         -      $           -

<PAGE>

                   InteliSys Aviation Systems of America Inc.
                 Notes to the Consolidated Financial Statements
                               December 31, 2006
                                (in US dollars)


9.       Income taxes (continued)

The following table sets forth the computation of loss per share for the years
ended December 31, 2006 and 2005:

<TABLE>
<CAPTION>

Numerator:                                                                       2006                  2005
                                                                                 ----                  ----
<S>                                                                          <C>                 <C>
Net loss before discontinued operations - basic and diluted                  (95,626)            $(388,035)
Discontinued Operations                                                     3,296,787              -
                                                                        --------------       ---------------
Net income (loss)                                                           3,201,161             (388,035)
Denominator:
Weighted average number of shares outstanding during the period            91,329,175            79,886,736

Loss per share before discontinued operations                                ($0.001)              ($0.005)
Discontinued Operations                                                         0.036              -
                                                                        --------------       ---------------
Net income (loss) per share basic and diluted                                   0.035              ($0.005)
                                                                        ==============       ===============
</TABLE>


11.      Related party transactions

     (a) Accounts payable and accruals at December 31, 2006 include amounts
     owing to shareholders, officers and employees of nil (December 31, 2005 -
     $502,912).

     (b) Promissory notes at December 31, 2006 include amounts owing to related
     parties and to shareholders of nil (December 31, 2005 - $246,469).

     (c) Accounts payable and accruals at December 31, 2006 include amounts
     owing to shareholders, officers and employees of nil (December 31, 2005 -
     $502,912).

     (d) Promissory notes at December 31, 2006 include amounts owing to related
     parties and to shareholders of nil (December 31, 2005 - $246,469).

     (e) During the year ended December 31, 2006, the Company expensed $36,824
     (2005 - $60,574) of interest charges on a loan payable to shareholder.

     (f) During the year ended December 31, 2006, the Company paid interest of
     $3,010 (2005 - $7,720) on a shareholder's personal debt which is related to
     personal property of the shareholder that was pledged as security for the
     Company's debt obligations.

     (g) During the year ended December 31, 2006, the Company expensed $95,224
     (2005-$103,467) for consulting fees performed by a shareholder of the
     Company.

12.      Subsequent Events

On March 6, 2007, an agreement was signed for a note payable with Face amount of
$160,000 to cover the cost of professional fees. Secured by Stock Pledge of all
the shares of IYSA held by the principals of IYSA.

<PAGE>

Results of Operations

The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and Notes thereto appearing elsewhere in this
Form 10-KSB.

Net income for the year resulted in $3,331,596 compared to a loss of $312,328
for the year ended December 31, 2005. Net loss from continuing operations of
$130,436 was as a result of operating expenses of 130,436. Net income of
$3,331,596 was the result of discontinued operations.

Basic net loss per share was $0.35 in 2006 as compared to $0.005 in 2005.

Liquidity and Capital Resources

We had net working capital deficiencies of $108,969 and $2,061,981 for the years
ended December 31, 2006 and 2005, respectively.


ITEM 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

On March 14, 2006, our engagement of Grant Thornton LLP as our principal
independent accountants was mutually terminated, which termination was
recommended and approved by our Board of Directors.

The reports of Grant Thornton LLP on the financial statements for the two fiscal
years ended December 31, 2005 and 2004 contained no adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope, or accounting principles. In addition, during our fiscal years
ended December 31, 2005 and 2004 and through March 14, 2006 there were no
disagreements with Grant Thornton LLP on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Grant Thornton LLP,
would have caused it to make reference to the subject matter of the
disagreements in connection with its reports. None of the reportable events set
forth in Item 304(a)(1)(iv)(B) of Regulation S-B occurred within our two fiscal
years ended December 31, 2005 and 2004 nor through March 14, 2006.

On March 15, 2006, we retained Sherb & Co., LLP as our principal independent
accountants. The decision to retain Sherb & Co., LLP was recommended and
approved by our Board of Directors.

                                       23
<PAGE>


ITEM 8A.  Controls and Procedures

Disclosure Controls and Procedures. Our principal executive and financial
officer is responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and has:

o designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under their supervision, to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to them by others within those entities,
particularly during the period in which the periodic reports are being prepared;

o designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under their
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

o evaluated the effectiveness of the issuer's disclosure controls and procedures
as of the end of the fiscal year December 31, 2006 (the "Evaluation Date").

Based on his evaluation as of the Evaluation Date, his conclusion about the
effectiveness of the disclosure controls and procedures were that;

o the number of internal control deficiencies over corporate governance in
aggregate constituted a `material weakness'. The deficiencies noted herein
surrounded the documentation of existing internal controls of our IT security
policy, our disaster recovery plan and regulatory reports and the documentation
of such processes;

o the absence of an audit committee and our lack of effective monitoring
controls constitute a material weakness. Also identified are deficiencies in
monitoring the internal control structure, policies associated with
communicating control risks and the effects of such risks on our financial
reporting process to our board of directors;


                                       24
<PAGE>


o the number of internal control deficiencies over financial reporting in
aggregate constituted a `material weakness'. The deficiencies noted herein
surrounded the monitoring controls over the preparation of financial statements;
and

o also, there was a significant deficiency due to an inadequate segregation of
duties with respect to the revenue and expenditures cycles as incompatible tasks
are performed by the same accounting personnel.

We believe that any of the abovementioned deficiencies, significant deficiency,
or material weaknesses in our internal controls do not materially affect the
fairness or accuracy of the presentation of our financial condition and results
of operation in our historical financial statements as set forth in our reports
previously filed with the SEC under the Securities Exchange Act of 1934.

The following tasks represent what management believes to be the most
significant actions necessary to address existing deficiencies, significant
deficiencies and material weaknesses in our controls:

o Recruit independent board members with required knowledge and expertise to
provide oversight as audit committee members;

o Review of our current policies and procedures to develop processes so that
incompatible duties are not performed by one individual or that there are
specific compensating controls if incompatible duties cannot be avoided; and

o Develop, document and implement appropriate controls related to IT security
policies and disaster recovery/business continuity plans and develop monitoring
controls to ensure compliance with Sarbanes-Oxley Section 404. External
resources will be engaged to assist with ensuring plans, policies and controls
that are documented and implemented for us are appropriate.

Internal Control Over Financial Reporting. There have not been any changes in
our internal control over financial reporting (as such term is defined in Rules
13a-15(f) under the Exchange Act) during our fourth fiscal quarter for the year
ended December 31, 2006 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.


ITEM 8B Other Information

None


                                       25
<PAGE>

                                    PART III

ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

  Name                   Age      Position

Ralph Eisenschmid        41       President, CEO, Chief Financial Officer and
Director

Jock English             57      Chief Operating Officer, Vice President, Sales
                                 and Marketing, Secretary and Director

Ralph Eisenschmid , our founder, has been our Chief Executive Officer,
President, Chief Financial Officer and a Director since 2001. He created the
InteliSys/Amelia concept in 1987. Over the past 19 years, he has led the sales,
implementation and development of a broad range of software for the operation
and management of 19 mid-sized airlines. Prior to his career in aviation, he
co-founded a software joint venture that developed and implemented innovative
solutions for industries that included travel services, transportation,
construction, and pharmaceuticals. Mr. Eisenschmid was instrumental in
designing, organizing, and implementing a new operating division of a domestic
airline to manage the operational needs of an international tour operator. As
well as being a proven systems analyst and programmer, he has had experience as
a licensed multi-engine commercial airline pilot. Mr. Eisenschmid speaks three
languages, and has extensive real-world business experience implementing and
supporting high performance airline technology solutions internationally.

Jock English has been our Chief Operating Officer and Vice President, Sales and
Marketing, and a Director since 2001. Mr. English has over 26 years experience
in software development, marketing and sales. His primary experience has been in
managing both sales and marketing of mission critical enterprise software
systems for both U.S. and Canadian software firms. During his employment with a
U.S. based Fortune 300 software firm, Mr. English was responsible for product
introduction and initial sales activities for a family of software products to
markets in over 50 countries. Mr. English is a registered professional engineer
in Canada and a holds both U.S. and Canadian private pilots licenses.

All directors hold office until the next annual meeting of stockholders or the
election and qualification of their successors, or their earlier death,
resignation or removal. Vacancies in the existing board are filled by a majority
of the remaining directors. All officers hold office until their respective
successors are elected and qualified, or until their earlier resignation or
removal. There are no family relationships among any of our directors or
executive officers.

We do not have audit, nominating or compensation committees. Our entire Board of
Directors performs the functions of audit, nominating and compensation
committees. We are seeking independent board members. We have not been
successful in retaining independent board members to form an audit committee.

                                       26
<PAGE>

None of the members of our Board of Directors satisfies the criteria of a
"Qualified Financial Expert."

Code of Ethics

We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. For purposes of this Item,
the term code of ethics means written standards that are reasonably designed to
deter wrongdoing and to promote:

- honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;

- full, fair, accurate, timely, and understandable disclosure in reports and
documents that the issuer files with, or submits to, the SEC and in other public
communications made by the issuer;

- compliance with applicable governmental laws, rules and regulations;

- the prompt internal reporting of violations of the code to the board of
directors or another appropriate person or persons; and

- accountability for adherence to the code.

We hereby undertake to provide to any person without charge, upon request, a
copy of our code of ethics. Requests may be made in writing to our board of
directors at our executive offices.

Compliance with Section 16(a) of the Exchange Act

Section 16 of the Securities Exchange Act requires our directors and executive
officers and persons who own more than 10% of a registered class of our equity
securities to file various reports with the Securities and Exchange Commission
concerning their holdings of, and transactions in, our securities. Copies of
these filings must be furnished to us.

Based on a review of the copies of such forms furnished to us and written
representations from our executive officers and directors, we believe that
during 2006 all of our officers, directors and greater than 10% stockholders
complied with all applicable Section 16(a) filing requirements.


                                       27
<PAGE>

ITEM 10.   Executive Compensation

Ralph Eisenschmid has been our Chief Executive Officer, President, Chief
Financial Officer and a Director since 2001. During such time period, none of
our executive officers earned compensation exceeding $100,000 per year.


                              Summary Compensation


The following table sets forth information concerning the compensation paid or
earned for the periods indicated for services rendered to our company in all
capacities by Ralph Eisenschmid, our CEO, President, Chief Financial Officer and
a Director. None of our executive officers received or earned total compensation
in excess of $100,000 during 2006.
<TABLE>
<CAPTION>

                                                          SUMMARY COMPENSATION TABLE
Name   and            Year    Salary    Bonus    Stock      Option     Non-Equity        Nonqualified   All Other  Total
principal              (b)     (c)     ($) (d)   Awards    Awards      Incentive Plan    Deferred       Compen-    ($) (j)
position                                         ($)(e)    ($)(f)      Compensation      Compensation   sation
(a)                                                                    ($) (g)           Earnings       ($) (i)
                                                                                          ($)  (h)
-----------------      ----   -------  -------   ------    ------      ---------------   -------------  ---------   ---------
<S>                    <C>    <C>                                                                                    <C>
Ralph Eisenschmid                                                                                       $12,500
CEO, President,        2006   $95,224                                                                                $95,224
CFO and Director       2005   $80,912                                                                                $93,412


Jock English,          2006   $88,848
Vice President.,       2005   $47,807    $0    $50,000                                                   $18567
Sales & Marketing


</TABLE>

Outstanding Equity Awards

The following table sets forth certain information as of December 31, 2006,
concerning outstanding equity awards held by our CEO, Ralph Eisenschmid and our
Vice President of Sales & Marketing.

                                       28
<PAGE>

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

                         Number of Securities Underlying
                               Unexercised Options
                                 At Year End(#)

    Name                               Exercisable      Unexercisable

Ralph Eisenschmid                       1,357,746               0

Jock English                              929,108               0



Compensation of Directors

Our directors do not receive any compensation for their services as members of
the Board of Directors, but are entitled to reimbursement for expenses incurred
in connection with their attendance at Board of Directors' meetings.

ITEM 11.   Security Ownership of Certain Beneficial Owners and Management

The following table lists, as of April 12, 2007, the number of shares of our
common stock beneficially owned by (i) each person or entity known to the
Company to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of the Company, and (iii) all officers and
directors as a group. Information relating to beneficial ownership of common
stock by our principal stockholders and management is based upon information
furnished by each person using "beneficial ownership" concepts under the rules
of the Securities and Exchange Commission. Under these rules, a person is deemed
to be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.

As of April 12, 2007, we had outstanding 70,769,198 shares of common stock and
20,288,333 shares of Special Class B Exchangeable Shares. There are no options,
warrants or other securities convertible into shares of common stock. Except as
otherwise indicated, each beneficial owner has sole voting and dispositive power
with respect to the shares owned.

                                       29
<PAGE>



Name and Address                       Amount and Nature of
Owners of More than 5%                 Beneficial Ownership        Percent
---------------------------------    ------------------------     ---------
Mohamed Juman                               11,157,694 (1)           12%
PO Box 743
Manama
Kingdom of Bahrain

Californian Securities S.A.
Edificio Bilbao Plaza, Suite 418            10,218,507               11%
Avenida Bilbao, Panama City
Republic de
Panama


Pacific Continental Securities
(UK) Ltd. 80 Cannon Street
London                                      11,213,105               12%
EC4N 6HL
England

Ralph Eisenschmid
PO Box 70180
Sitra
Kingdom of Bahrain                       14,704,851 (2)(3)(4)       16%
Jock
English
113 Cap Brule  Road
Boudreau West,                           12,429,108(5)(6)           14%
New Brunswick
Canada E1P 6J1

All directors and executive                 27,133,959              30%
officers as a group (2 persons)
____

 (1) Includes 2,666,667 shares of common stock issuable in exchange for
InteliSys Acquisition Co. Special Class B Exchangeable Shares held by Mr. Juman.

(2) Includes 12,563,772 shares of common stock issuable in exchange for
InteliSys Acquisition Co. Special Class B Exchangeable Shares held by Mr.
Eisenschmid.

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<PAGE>

(3) Includes 783,333 shares owned by Charlene Eisenschmid, wife of Ralph
Eisenschmid.

(4) Includes 1,357,746 shares issuable upon the exercise of outstanding stock
options issued as part of the Company's 2004 Stock Option Plan.

(5) Includes 929,108 shares issuable upon the exercise of outstanding stock
options issued as part of the Company's 2004 Stock Option Plan.

(6) Includes 1,500,000 shares of common stock issuable in exchange for InteliSys
Acquisition Co. Special Class B Exchangeable Shares held by Mr. English.



ITEM 12.  Certain Relationships and Related Transactions; Director Independence

(a) On June 29, 2006, certain of our subsidiaries which were incorporated in
Canada, Convergix Inc., Cynaptec Information Systems Inc., InteliSys Aviation
Systems Inc.; InteliSys Acquisition Inc. and InteliSys (NS) Co. (the "Canadian
Subsidiaries"), filed with the Queens Bench of the Province of New Brunswick,
Canada, a Notice of Intention to make a Proposal under the Canadian Bankruptcy
and Insolvency Act (the "Notice of Intention").

On August 7, 2006, we filed with the Queens Bench of the Province of New
Brunswick, Canada, a Notice of Intention to make a Proposal under the Canadian
Bankruptcy and Insolvency Act (the "Notice of Intention").

On August 31, 2006, we filed with the Queens Bench a proposal to make a
settlement with our creditors pursuant to Section 50.4(1) of the Canadian
Bankruptcy and Insolvency Act (the "Settlement Proposal"), in which we proposed
that our debts be settled as follows: (a) Secured creditors will be paid in
accordance with present arrangements or as may be arranged between them and us;
(b) Holders of preferred claims under the Canadian Bankruptcy and Insolvency Act
will be paid by September 30, 2006; (c) Tax liabilities owed by us to the
Canadian government will be paid within 90 days after the Settlement Proposal is
approved by the Queens Bench; and (d) Unsecured creditors will be paid by
September 30, 2006.

On October 4, 2006, the proposal submitted by us and the proposal submitted by
our subsidiaries in the Court of Queen's Bench of the Province of New Brunswick,
Canada was approved by the Court. Pursuant to such proposal, a new company
consisting of our existing employees and a group of new equity investors
("Newco") will acquire all the assets of our subsidiaries (the "Subsidiaries").
Jock English, Chief Operating Officer of IYSA will be the Chief Executive
Officer and President of Newco. The consideration for such purchase will consist
of $200,000 CDN in cash and $250,000 CDN in 3-year 8% notes to be issued by
Newco (the "Newco Notes"). Such notes will be secured by all the assets of
Newco. In addition, the beneficial ownership of Newco held by certain of the
current employees of the Subsidiaries is irrevocably transferred to the holders
of the Notes if the intellectual property of Newco is sold, there is a sale of
more than 51% of the initial common shares of Newco or the initiation of any
process to take Newco public within 3 years of the Court Order. If the Newco
Notes are in default, the 3-year period becomes extended to 5 years.

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<PAGE>

In accordance with the terms of the proposal, the secured claims of the
creditors of the Subsidiaries will be assumed by Newco. The unsecured claims of
our creditors are to receive $1,250 CDN within two months of court approval of
the proposal. After the payment of fees and any taxes owed pursuant to the
Income Tax Act (Canada), the Class A Unsecured Creditors of the Subsidiaries
shall receive $150 CDN in cash for each claim, the balance of cash from the sale
of assets after payment to secured creditors and the balance thereof by having
their respective proportion share of the Newco Notes. We, as The Class B
Creditor shall not receive any cash or Newco notes from the sale of the
subsidiaries. The Class C creditors (the employees of the subsidiaries) shall
receive $50,000 CDN in Newco notes to be distributed on a prorata basis.

The Court of Queen's Bench of the Province of New Brunswick, Canada approved the
proposals on October 6, 2006. The Court issued a Court Order ordering the sale
of all assets of the subsidiaries to Newco, subject to the conditions of the
proposal.

On November 17, 2006, subject to the terms of the Court Order issued by the
Court of Queen's Bench of the Province of New Brunswick, all assets of the
Canadian Subsidiaries were sold to 627450 New Brunswick Inc.

(b) None of our directors is "independent", as that term is defined by the rules
of any national securities exchange or NASDAQ.


ITEM 13.   Exhibits

Exhibit No. Description

2.1  Proposal for Settlement under the Canadian Bankruptcy and Insolvency Act,
     filed by InteliSys Aviation Systems of America Inc. with the Queens Bench
     of the Province of New Brunswick, Canada on August 31, 2006, incorporated
     herein by reference to Exhibit 2.2 to the Registrant's Current Report on
     Form 8-K filed on September 12, 2006.

2.2  Amended Joint Proposal filed by Convergix Inc., Cynaptec Information
     Systems Inc., Intelisys Acquisition Inc., Intelisys Aviation Systems Inc.
     with the Queen's Bench of New Brunswick in Bankruptcy and Insolvency, Court
     Numbers 12381-12385 on October 3, 2006 incorporated herein by reference to
     Exhibit 2.3 to the Registrant's Current Report on Form 8-K filed on October
     2, 2006.


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<PAGE>

2.3  Second Amended Proposal filed by InteliSys Aviation Systems of America Inc.
     with the Queen's Bench of New Brunswick in Bankruptcy and Insolvency, Court
     No. 12515 on October 3, 2006 incorporated herein by reference to Exhibit
     2.2 to the Registrant's Current Report on Form 8-K filed on October 2,
     2006.


2.4  Court Order dated October 6, 2006 signed by the Chief Justice of the Court
     of the Queen's Bench in the matter of InteliSys Aviation Systems of America
     Inc., incorporated herein by reference to Exhibit 2.4 to the Registrant's
     Current Report on Form 8-K filed on October 2, 2006.


2.5  Court Order dated October 6, 2006 signed by the Chief Justice of the Court
     of the Queen's Bench in the matter of Convergix Inc., Cynaptec Information
     Systems Inc., Intelisys Acquisition Inc., Intelisys Aviation Systems Inc.
     incorporated herein by reference to Exhibit 2.5 to the Registrant's Current
     Report on Form 8-K filed on October 2, 2006.




3.1 Certificate of Incorporation of Apta Holdings, Inc., incorporated herein by
reference to Exhibit 3.01 to the Registrant's Registration Statement on Form
10-SB (File No. 0-26777) filed on July 21, 1999 (the "Form 10-SB")

3.2 By-Laws of Apta Holdings, Inc., incorporated herein by reference to Exhibit
3.02 to the Form 10-SB.

3.3 Certificate of Amendment of Certificate of Incorporation of the Registrant,
incorporated herein by reference to Annex I to the Registrant's Schedule 14C
filed on March 12, 2004.

10.1 InteliSys Aviation Systems of America, Inc. 2005 Stock Option Plan ,
incorporated herein by reference to Exhibit 4.3 to the Registrant's registration
statement on Form S-8 (File No. 333-125582) filed on June 16, 2005 (the "2005
Form S-8").

10.2 Form of Stock Option Agreement under the 2005 Stock Option Plan,
incorporated herein by reference to Exhibit 4.4 to the 2005 Form S-8.

10.3 InteliSys Aviation Systems of America, Inc. 2004 Stock Option Plan,
incorporated herein by reference to Exhibit 4.3 to the Registrant's registration
statement on Form S-8 (File No. 333-114887) filed on April 27, 2004 (the "2004
Form S-8").

10.4 Form of Stock Option Agreement under the 2004 Stock Option Plan,
incorporated herein by reference to Exhibit 4.4 to the 2004 Form S-8.

                                       33
<PAGE>

10.5 Indenture, Bill of Sale and Assignment of Assets, Properties and Business
of ARCA Corp., effective as of June 28, 1999, made by ARCA Corp. in favor of
Apta Holdings, Inc., incorporated herein by reference to Exhibit 10.01 to the
Form 10-SB.

10.6 Instrument of Assumption of Liabilities, effective as of June 28, 1999,
made by Apta Holdings, Inc. in favor of ARCA Corp., incorporated herein by
reference to Exhibit 10.02 to the Form 10-SB.

10.7 Voting and Exchange Agency Agreement, made as of the 22nd day of November,
2002, between Apta Holdings, Inc., Ralph Eisenschmid (in trust for Intelisys
Acquisition Inc.) and Carbonaro Sugar Swerzas LLP, incorporated herein by
reference to Exhibit 99.3 to the Registrant's definitive Information Statement
on Schedule 14C filed on December 3, 2002 (the "2002 Information Statement").

10.8 Share Exchange Agreement, dated as of November 15, 2002 by and among Ralph
Eisenschmid (in trust of Intelisys Acquisition Inc. and Intelisys (Nova Scotia)
Company), Convergix Inc., Apta Holdings, Inc., Ralph Eisenschmid, Harry J.
Santoro and Stephen M. Robinson, incorporated herein by reference to Exhibit
99.4 to the 2002 Information Statement.

10.9 Asset Sale Consulting Agreement, made as of the 22nd day of November, 2002,
by and between Harry J. Santoro and Stephen M. Robinson, incorporated herein by
reference to Exhibit 99.6 to the 2002 Information Statement.

10.10 Support Agreement, made the 22nd day of November, 2002, by and between
Apta Holdings, Inc. and Ralph Eisenschmid (in trust for Intelisys Acquisition
Inc. and Intelisys (Nova Scotia) Company, incorporated herein by reference to
Exhibit 99.13 to the 2002 Information Statement.

10.11 Guaranty of Principals, incorporated herein by reference to Exhibit 99.13
to the 2002 Information Statement.

10.12 Share Exchange Agreement, dated November 22, 2002, among Apta Holdings,
Inc., Harry J. Santoro, Stephen M. Robinson, Convergix Inc., Ralph Eisenschmid
in Trust for Intelisys Acquisition Inc., a company to be incorporated, Ralph
Eisenschmid in Trust for Intelisys (Nova Scotia) Company, an Unlimited Liability
Company to be formed, and Ralph Eisenschmid (on his own behalf and as attorney
and agent for the shareholders of Convergix Inc.), incorporated herein by
reference to Exhibit 10.06 to the Registrant's Current Report on Form 8-K filed
on December 4, 2002 (the "2002 Form 8-K").

10.13 Support Agreement; dated November 22, 2002, between Apta Holdings, Inc.,
Ralph Eisenschmid in Trust for Intelisys Acquisition Inc., a company to be
incorporated, and Ralph Eisenschmid in Trust for Intelisys (Nova Scotia)
Company, an Unlimited Liability Company to be formed, incorporated herein by
reference to Exhibit 10.07 to the 2002 Form 8-K.

                                       34
<PAGE>

10.14 Asset Sale Consulting Agreement, dated November 22, 2002, between Harry J.
Santoro and Stephen M. Robinson, and Intelisys Aviation Systems U.S.A. Inc.,
incorporated herein by reference to Exhibit 10.08 to the 2002 Form 8-K.

10.15 2001 Stock Option and Stock Incentive Plan of the Registrant. incorporated
herein by reference to Exhibit 4 to Registrant's proxy statement on Schedule
14C, dated April 17, 2001, filed on April 17, 2001.


16.1 Letter from Grant Thorton LLP, dated March 18, 2006, incorporated herein by
reference to Exhibit 16.1 to Amendment No. 1 to the Registrant's Current Report
on Form 8-K, filed on March 23, 2006.

21.1 List of Subsidiaries of Registrant, incorporated herein by reference to
Exhibit 21.1 to the Form 10-SB.

23.1  Consent of Grant Thornton, LLP

23.2  Consent of Sherb and Co., LLP

31.1 Certification by Principal Executive Officer and Financial Officer pursuant
to Rule 13a-14 and Rule 15d-14 of the Securities Exchange Act of 1934

32.1 Certification by Principal Executive Officer and Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC 1350)

ITEM 14.   Principal Accountant Fees and Services


        Sherb and Co., LLP has served as our Principal Accountant since March
15, 2006. Grant Thornton LLP served as our Principal Accountant from February
19, 2003 until March 14, 2006. and has advised the Company that it does not have
any material financial interests in, or any connection with (other than as
independent registered public accounting firm), the Company..

       The following is a summary of the fees billed to us by Sherb and Co., LLP
and Grant Thorton LLP for professional services rendered for the fiscal years
ended December 31, 2006 and 2005, respectively:

                                        Fiscal year ended December 31,
                                       2006                       2005
                              --------------------      ----------------------
Audit Fees                          $   66,500                $ 101,276
Audit Related Fees                  $    3,100                $       0
Tax Fees                            $    6,171                $  13,206
All Other Fees                      $                         $   2,064


                                       35
<PAGE>


         Audit Fees. Consists of fees billed for professional services rendered
for the audit of our consolidated financial statements and review of interim
consolidated financial statements included in quarterly reports and services
that are normally provided in connection with statutory and regulatory filings
or engagements.

         Audit Related Fees. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of our consolidated financial statements and are not reported under "Audit
Fees".

         Tax Fees. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning. These services include preparation of
federal and state income tax returns.

         All Other Fees.  Consists of fees for product and services other than
the services reported above.

Policy on audit committee pre-approval of audit and permissible non-audit
services of independent auditors

Audit Committee's Pre-Approval Policies

Our Board of Directors' policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors. These services may
include audit services, audit related services, tax services, and other
services. Pre-approval is generally provided for up to one year, and any
pre-approval is detailed as to the particular service or category of services
and is generally subject to a specific budget. The independent auditors and
management are required to periodically report to the Board of Directors
regarding the extent of services provided by the independent auditors in
accordance with this pre-approval and the fees for the services performed to
date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.

Our Board of Directors has reviewed and discussed with Sherb and Co., LLP our
audited financial statements contained in our Annual Report on Form 10-KSB for
the 2006 fiscal year. The Board of Directors also has discussed with Sherb and
Co., LLP the matters required to be discussed pursuant to SAS No. 61
(Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other items, matters related to the conduct of the audit of our
financial statements.

The Board of Directors has received and reviewed the written disclosures and the
letter from Sherb and Co., LLP required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), and has discussed with
Sherb and Co., LLP its independence from our company.

                                       36
<PAGE>

The Audit Committee has considered whether the provision of services other than
audit services is compatible with maintaining auditor independence.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for its 2006 fiscal year
for filing with the SEC.





                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


 Date: April 17, 2007         InteliSys Aviation Services of America Inc.

                              By:/s/ Ralph Eisenschmid
                                 ---------------------------------
                              Ralph Eisenschmid
                              Chief Executive Officer, President,
                              Chief Financial Officer (Principal
                              Executive and Financial Officer)


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Signature               Title                                           Date
---------------------   -------------------------------------    ---------------

/s/ Ralph Eisenschmid   President, Chief Executive
---------------------   Officer, Chief Financial Officer          April 17, 2007
Ralph Eisenschmid       and Director  (Principal Executive
                        and Financial Officer)


/s/ Jock English        Chief Operating Officer, Vice
---------------------   President, Sales and Marketing            April 17, 2007
Jock English            Secretary and Director