Only stockholders of record at the close of business on Friday, May 16, 2008, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. In order to vote at the Annual Meeting a stockholder of record, or his, her or its proxy, must be physically present at the Annual Meeting. There will be no means of electronic communications by which stockholders and proxies shall be deemed to be present in person and vote.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. THE PROXY MAY BE REVOKED IN WRITING PRIOR TO THE MEETING OR, IF YOU ATTEND THE MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.

FIRSTFLIGHT, INC.
236 Sing Sing Road
Elmira-Corning Regional Airport
Horseheads, NY 14845

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of FirstFlight, Inc. (the ‘‘Company’’) of proxies to be voted at the Company’s Annual Meeting of Stockholders (the ‘‘Meeting’’) to be held on Thursday, June 19, 2008, or at any adjournment thereof. The purposes for which the Meeting is to be held are set forth in the preceding Notice of Annual Meeting. This Proxy Statement and the enclosed form of proxy are first being mailed on or about Tuesday, May 22, 2008, to holders of record of the Company’s Common Stock, $.001 par value (the ‘‘Common Stock’’), as of the close of business on Friday, May 16, 2008 (the ‘‘Record Date’’), which has been fixed as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Meeting.

On the Record Date, 36,582,987 shares of the Common Stock, which is the only class entitled to vote at the Meeting, were issued, outstanding and entitled to vote. Each stockholder of record is entitled to cast, in person or by proxy, one vote for each share of the Common Stock held by such stockholder as of the close of business on the Record Date. A plurality of the votes cast at the Meeting shall be necessary to elect each of the nine directors (i.e., Proposal One). The affirmative vote of the holders of a majority of the shares entitled to vote at the Meeting shall be necessary to authorize a possible reverse stock split in an amount and at a time authorized by the Board of Directors of the Company (i.e., Proposal Two).

A majority of the shares entitled to vote, present in person or represented by proxy, constitutes a quorum at the Meeting. Abstentions and broker non-votes are treated for the purpose of determining a quorum at the Meeting and are not treated as a vote for or against a proposal.

Proposals will be voted as indicated in this Proxy Statement and the enclosed proxy. Shares presented by properly executed proxies, if received in time, will be voted in accordance with any specifications made therein. A proxy may be revoked by delivering a written notice of revocation to the Company (Attention: Robert W. Berend, Secretary) at its principal executive office or in person at the Meeting, or by a subsequently dated proxy, at any time prior to the voting thereof. The principal executive office of the Company is located at the address in the heading to this Proxy Statement.

Rules 451 and 452 of the New York Stock Exchange, Inc. (the ‘‘NYSE’’) permit a member firm to vote for the directors nominated by the Board if the member firm holds the shares of the Common Stock for a beneficial owner and receives no instructions to the contrary by the tenth day before the Meeting. However, under these Rules the beneficial owner must give specific instructions to the member firm for it to vote the stockholder’s shares on Proposal Two to authorize a possible reverse stock split in an amount and at a time determined by the Board of Directors of the Company. Rules 576 and 577 of the American Stock Exchange LLC (the ‘‘AMEX’’) are substantially similar to the foregoing NYSE Rules so that the beneficial owner’s specific instructions are also required for the AMEX member firms to vote on Proposal Two. Rule 2260 (c)(2) of the Financial Industry Regulatory Authority (‘‘FINRA’& rsquo;) permits a FINRA member firm to deliver a proxy, with respect to shares of the Common Stock held by the FINRA member firm for a beneficial owner, pursuant to the rules of any national securities exchange (such as the NYSE and the AMEX) to which the FINRA member firm is also responsible provided that the records of the member firm clearly indicate which procedure it is following.

The Company, accordingly, urges each beneficial owner to instruct on a timely basis the member firm which holds of record the stockholder’s shares of the Common Stock to vote in favor of the two proposals submitted to the stockholders for a vote, because such instruction is required for one of the two proposals.

A stockholder shall have no right to receive payment for his, her or its shares as a result of stockholders’ approval of any proposal in the Notice of Annual Meeting.

Each of the persons who has served as a director or as an executive officer of the Company since January 1, 2007 (i.e., the beginning of the last fiscal year of the Company), each of the persons nominated by the Board of Directors of the Company for election as a director at the Meeting, each of which nominees is currently serving as a director, and each associate of the foregoing persons has no substantial interest, direct or indirect, by security holdings or otherwise, in any of the proposals submitted to a vote at the Meeting, other than, if he is a nominee for election as a director, that he has an interest in being elected as a director (i.e., Proposal One).

As of the Record Date, the directors and executive officers of the Company and their family members and associates collectively could vote an aggregate of 13,566,792 shares or 37.1% of the 36,582,987 shares of the Common Stock entitled to vote. All of such persons have indicated to the Company that they intend to vote their shares in favor of the two proposals to be submitted to a vote at the Meeting. Accordingly, because there is no cumulative voting for the election of directors and because a plurality of the votes cast is necessary to elect a director, such votes of management and associates are highly likely to result in the re-election of the Board’s nominees as directors. Such votes would also give a strong impetus to a favorable vote on the other proposal.

Nine directors will be elected at the Meeting. Each director so elected will serve for a one-year term until the next Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies. As a result of the Amendment to the Company’s Articles of Incorporation adopted at the last Annual Meeting of Stockholders on December 12, 2006, the maximum number of directors is eleven, with the exact number to be determined by the Board. As indicated in the section ‘‘Nominating Committee’’ under this caption ‘‘Proposal One: Election of Directors’’ later in this Proxy Statement, the Nominating Committee recommended, and the Board approved, that the number of directors remain at nine at least for this Meeting.

Proxies received in response to this solicitation, unless specified otherwise, will be voted, on a non-cumulative basis, in favor of the nine nominees named below, all of whom are currently serving as directors of the Company. If a nominee should not be available for election as contemplated, the management proxy holders will vote for such lesser number of directors as are available to serve or will vote for a substitute designated by the Nominating Committee of the current Board of Directors and then approved by the Board. In no event will proxies be voted for more than nine nominees.

The next following table sets forth certain information, as of the Record Date, concerning the nominees for election as directors of the Company. The information as to age has been furnished to the Company by the individual named. For information as to the shares of the Common Stock beneficially owned by each nominee, your attention is directed to the table under the caption ‘‘Security Ownership of Certain Beneficial Holders and Management’’ subsequently in this Proxy Statement.

Each of the foregoing nominees for election as a director at the Meeting was re-elected as a director at the last Annual Meeting of Stockholders held on December 12, 2006.

There are no family relationships among the nominees for election as directors and the executive officers of the Company.

Mr. Wachtel was first elected as a director of the Company and its Chairman of the Board on March 31, 2005.

Mr. Wachtel has been a managing partner of Wachtel & Masyr, LLP, or its predecessor law firm (Gold & Wachtel, LLP), since its founding in August 1984. Such firm furnishes legal services to the Company. He is a co-founder of the Drum Major Institute, an organization carrying forth the legacy of the late Reverend Martin Luther King, Jr.

Mr. Ricciardi co-founded a proprietorship named FBO Air on January 17, 2003, which was subsequently incorporated as FBO Air, Inc. on January 2, 2004 in the State of Arizona. This Arizona corporation was merged with and into the Company, a public ‘‘shell’’ then named Shadows Bend Development, Inc. in a reverse merger transaction on August 20, 2004. Simultaneously with the reverse merger transaction, Mr. Ricciardi was elected as the President and a director of the Company and designated as its Chief Executive Officer. On December 12, 2006, he was elected as Vice Chairman of the Board.

Before joining FBO Air, the Arizona proprietorship, Mr. Ricciardi was President and CEO of P&A Capital Partners, Inc., an entertainment finance company established to fund the distribution of independent films. Mr. Ricciardi was also co-founder, Chairman and CEO of eTurn, Inc., a high technology service provider, for which he developed a consolidation strategy, negotiated potential merger/acquisition candidates, prepared private placement materials and executed numerous private, institutional and venture capital presentations. After a management career at Pepsi-Cola Company and the Perrier Group of America, Mr. Ricciardi was President and CEO of Clearidge, Inc., a leading regional consumer products company, where he provided strategic and organizational development, and led a consolidation effort that included 14 transactions, which more than tripled company revenue over four years.

Mr. Dow was first elected as a director of the Company effective September 23, 2005 when Airborne, Inc. (‘‘Airborne’’) was acquired as a subsidiary of the Company. He was designated as President of the Charter Division of the Company on that date and as President of the FBO Division of the Company on September 25, 2006. He was elected President of the Company on December 12, 2006 and designated as the Chief Executive Officer on the same date.

Mr. Dow formed Airborne d/b/a FirstFlight Management in 1987, shortly after he acquired B & F Brake and Wheel Service. In 1989, he expanded FirstFlight’s services by adding a charter brokerage division to its management, charter and aircraft sales capabilities. In 1992, FirstFlight successfully developed and received worldwide Part 135 Certification from the Federal Aviation Agency. Mr. Dow is a licensed pilot with an Air Transport Type rating in Gulfstream aircraft. He is a member of the National Business Aviation Association Operations Committee as well as the National Air Transport Association and served on the aviation committee for the Elmira/Corning Regional Airport.

Mr. Colaianni was first elected as a director of the Company on September 30, 2004.

Mr. Colaianni is currently a member of Holding Capital Group LLC (‘‘Holding Capital’’), a private investment banking firm that invests in smaller middle market private companies. Holding Capital has been in business for over 25 years and has made investments in over 300 transactions. Mr. Colaianni joined the firm in 1983. Structuring and financing of unique transactions is Holding Capital’s expertise. Mr. Colaianni also sits on the board of directors for seven privately-held companies and is the President of a $35 million veneer and plywood company in Georgia.

Prior to joining Holding Capital, Mr. Colaianni was Chief Operating Officer of Adidas Sports and Leisure, and was President of Pony Footwear. He was also a Vice President for Bankers Trust Company, New York, in charge of asset based lending. Before beginning his professional career, Mr. Colaianni served as a captain in the US Army.

Mr. Hecht was first elected as a director of the Company effective September 15, 2006.

Mr. Hecht has, since 1966, been a managing partner of Hecht And Company, P.C., a certified public accounting firm. He has served on the boards of directors of other public companies.

Mr. Iovino was first elected as a director of the Company effective September 15, 2006.

Mr. Iovino has, since 1983, managed his own private contracting firm Judlaw Contracting, Inc. which firm had revenues approximating $257 million in 2007. He serves on the Board of Trustees of Rensselaer Polytechnic Institute, where he received his BS and Masters degrees in Civil Engineering.

Mr. Mendell was first elected as a director of the Company on September 30, 2004.

Mr. Mendell is, and has been since 1983, the Chairman & CEO of JBM Realty, a private real estate company headquartered in Greenwich, CT. This company is active in the development, financing and sale of residential and commercial properties. His most recent project was the development of Greenwich Shore, a luxury rental apartment project overlooking Long Island Sound in Greenwich, CT.

Earlier in his career, Mr. Mendell was an executive with Citicorp Real Estate, Inc. in New York City and he is a licensed real estate broker in the State of New York.

Mr. Siegel was first elected as a director of the Company effective September 15, 2006.

He currently serves as Chairman of Global Brokerage Services of CB Richard Ellis (‘‘CBRE’’), a worldwide premier full service real estate company. He was Chairman and Chief Executive Officer of Insignia/ESG, Inc., a premier commercial real estate company, from 1992 until its merger in July 2003 into CBRE. He serves on many charitable boards of trustees, including serving with his wife Wendy as Co-Chairs of the Council of National Trustees of the National Jewish Medical and Research Center.

Mr. Trenk was first elected as a director and the Chairman of the Board of the Company effective with the reverse merger transaction on August 20, 2004 in which the Arizona FBO Air Inc. was merged into the Company. He resigned as the Chairman of the Board on March 31, 2005.

Mr. Trenk has served as Chairman and CEO of Air Pegasus since 1981 and, from 1997 to 2003, as Chairman, President and CEO of Sightseeing Tours of America, Inc. and Liberty Helicopters, Inc., privately held corporations operating public use heliports in New York and providing helicopter air tours and charter and air services. Mr. Trenk has also been Chairman and CEO of TechTron, Inc. since 1980. TechTron is a privately owned holding company with investment emphasis on emerging global market opportunities. From 1976 to 1980, Mr. Trenk was Vice Chairman of Kenton Corporation, a diversified publicly-traded corporation, where he also served as President and CEO of Charles Town Turf Club, the owner and operator of thoroughbred race tracks in West Virginia, and Chairman and CEO of International Health Company, which owned and operated a national chain of artificial kidney centers.

Stephen P. Siegel is a trustee of Liberty Property Trust, a real estate investment trust traded on the NYSE.

No other nominee for election as a director of the Company serves as a director of a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’), or subject to the requirements of Section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, as amended.

Based solely on a review of Forms 3 and 4 and amendments thereto furnished to the Company during the fiscal year ended December 31, 2007 (‘‘fiscal 2007’’) and Forms 5 and amendments thereto furnished to the Company with respect to fiscal 2007, each director and executive officer of the Company timely reported all of his transactions during that most recent fiscal year as required by Section 16(a) of the Exchange Act except that, due to a delay in finalizing stock option agreements after Compensation Committee grants, William B. Wachtel, a director (also Chairman of the Board) and a 10% stockholder, did not report an option grant to non-employee directors on December 1, 2007 until later in that month on a Form 4 and each of the other such directors (Messrs. Colaianni, Hecht, Iovino, Siegel and Trenk) timely reported his option grant in a Form 5. In addition, because of the same delay, the executive officers (Messrs. Dow and Bleier) each timely reported an option grant to him in September 2007 on Form 5. The Company and its corporate counsel have instituted actions intended to facilitate timely filings on Form 4 in the future, rather than waiting for the Form 5.

In determining who of the nine nominees for election as directors, all of whom are currently serving the Company as directors, are independent, the Board of Directors uses the definitions of The Nasdaq Stock Market, Inc. (‘‘Nasdaq’’) for determining who is an independent director and who is an independent member of a specified board committee.

Using the Nasdaq definition, the Board determined that only William R. Colaianni, Donald Hecht, Thomas Iovino, Jeffrey B. Mendell and Stephen B. Siegel are independent, so that a majority of the Board is independent. In making its determination as to the independence of such five directors, the Board did not consider any transactions, relationships or arrangements of such five directors with the Company or any subsidiary thereof because there were none other than the compensation arrangements for services applicable to them generally. Your attention is directed to the section ‘‘Directors’ Compensation’’ under the caption ‘‘Executive Compensation’’ later in this Proxy Statement.

The reasons why the Board concluded that the other four nominees for election are not independent directors are summarized in the following three paragraphs:

John H. Dow and Ronald J. Ricciardi are employees of the Company and also serve as President and Chief Executive Officer and Vice Chairman of the Board, respectively.

William B. Wachtel, the Chairman of the Board, is a managing partner of Wachtel & Masyr, LLP, which law firm furnishes legal services to the Company and its subsidiaries. For information as to the fees paid to this law firm in the last fiscal year, your attention is directed to the section ‘‘Certain Relationships and Related Transactions’’ under this caption ‘‘Proposal One: Election of Directors’’ later in this Proxy Statement. In addition, on September 23, 2005, the Company issued a note payable to a holder, for which Mr. Wachtel and an entity owned by Alvin S. Trenk, another director, are members of the entity which is the holder. This note payable had a face value of $1,500,000 and, for the initial period of 180 days, bore an annual interest rate of 4.25%. Effective March 22, 2006, the initial maturity date, the Company had elected to extend the maturity to September 23, 2006 wi th an interest rate of 9.25% per annum applicable to the extended period. The Company used the proceeds from the loan as part of the purchase price to acquire Airborne, the charter management subsidiary, on September 23, 2005. Airborne granted the holder a security interest in its accounts receivable, all of its deposit accounts, all monies then and thereafter in the possession or under the control of Airborne or the Company and all products and proceeds of the foregoing personal property. The Company also granted the entity a warrant expiring September 22, 2010 to purchase 1,200,000 shares at $.60 per share. This note has been prepaid and the security interest terminated. Mr. Wachtel may exercise the foregoing warrant as to 800,000 shares of the Common Stock.

Alvin S. Trenk was not deemed an independent director under the Nasdaq definition because less than three years have elapsed since his son, a co-founder of the Arizona FBO Air, resigned as a director and an executive officer of the Company. In addition, the Board noted Mr. Trenk’s participation in the loan transaction described in the preceding paragraph. Mr. Trenk’s entity may exercise the warrant received in this loan transaction as to 400,000 shares of the Common Stock.

There are three standing Committees of the Board of Directors: the Audit Committee comprised of William R. Colaianni, Chairman, Donald Hecht and Thomas Iovino; the Compensation Committee comprised of Jeffrey B. Mendell, Chairman, Stephen B. Siegel and Alvin S. Trenk; and the Nominating Committee comprised of Stephen B. Siegel, Chairman, Thomas Iovino and Jeffrey B. Mendell. Of the foregoing Committee Members, as indicated in the preceding section ‘‘Director Independence,’’ only Mr. Trenk would not qualify as independent under the Nasdaq definition. Accordingly, all current members of the Audit Committee and Nominating Committee are independent and a majority of the members of the Compensation Committee are independent under the Nasdaq definition.

During fiscal 2007 the Board held three meetings, which were attended by all of the directors except Stephen B. Siegel who, because of business commitments, did not attend any.

During fiscal 2007, the Audit Committee held no formal meetings. However, as permitted by the Audit Committee Charter, the Chairman of the Audit Committee (William R. Colaianni) met with the Company’s independent registered public accounting firm (Marcum & Kliegman LLP) and executive officers of the Company to review (1) the audited financial statements for the fiscal year ended December 31, 2006 (‘‘fiscal 2006’’) and (2) the unaudited quarterly financial statements for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007. He was joined by Donald Hecht, a member of the Audit Committee, for the quarterly reviews. For information as to certain of the topics covered at these review sessions, your attention is directed to the section ‘‘Audit Committee’’ under this caption ‘‘Proposal One: Election of Directors’’ later in this Pr oxy Statement. Following these review sessions, the Chairman reported to the other member or members in attendance (Mr. Hecht for the annual review session and Thomas Iovino for all four review sessions) and the three members of the Audit Committee then unanimously recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-KSB for fiscal 2006 and the unaudited financial statements in the Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007.

The Compensation Committee held no meetings during the fiscal 2007 but acted by unanimous consent on two occasions. The Nominating Committee held no meetings during fiscal 2007 because there were no Board vacancies to fill, because it received no recommendations from stockholders as to nominees for election as directors and because there was no stockholder meeting to be scheduled.

In connection with authorizing the call of this Annual Meeting, the Board adopted a policy that all directors, or nominees for election as directors whether or not they are then directors, should attend Annual Meetings of Stockholders if reasonably possible. There was no Annual Meeting of Stockholders held in 2007 and at the Annual Meeting held on December 12, 2006 eight of the nine directors attended such Meeting.

The Nominating Committee does not have a formal charter; however, the Board resolutions establishing such Committee granted authority to the Nominating Committee to act on certain matters as set forth in the third succeeding paragraph.

On April 3, 2008, the Nominating Committee formalized its previously announced policy with regard to the consideration of any director candidate recommended by one or more of the Company’s stockholders. Under such policy, the Nominating Committee will consider such a candidate if the stockholder or stockholders shall make his, her, its or their recommendation in writing addressed to the Chairman of the Nominating Committee (currently Stephen B. Siegel) at the Company’s address shown in the heading to this Proxy Statement. Because the Board intends to hold future Annual Meetings of Stockholders in the month of June, commencing in 2009, if the stockholder wishes a candidate to be considered for election at such an Annual Meeting, the Nominating Committee requests that any such recommendation be made before April 1^st of the year so that adequate consideration can be given to such recommendation. Nominations for the Board to fill a vacancy other than at an Annual Meeting of Stockholders will be considered by the Nominating Committee at any time. Any recommendation for a nominee by a stockholder should give the business history and other biographical information as to the proposed nominee and the reasons for suggesting such person as a director of the Company. The Nominating Committee will then promptly review the recommendation and advise the stockholder of its conclusions and, if a rejection, the reasons therefor. Minimum qualifications for consideration include that the candidate is independent within the definition used by Nasdaq, not only for service as a director, but also for possible service on one of the three standing committees of the Board, i.e., the Audit Committee, the Compensation Committee and the Nominating Committee, and that he or she is not engaged in any business or owns securities in any entity that would create a conflict with the Company and its subsidiaries. It is the Nominating

Committee’s current intention, consistent with the Board’s policy, that at least a majority of the directors qualify as independent within the Nasdaq definition and also that the person then serving as the Chief Executive Officer of the Company serve as a director.

As of the date of this Proxy Statement, the Nominating Committee has received no recommendation from any stockholder as to a nominee for election as a director of the Company, whether at this Meeting or otherwise. In addition, all the current directors were first elected as a result of one of the following reasons: (1) he was a co-founder of the Company (i.e., Ronald J. Ricciardi), (2) it was a condition of an acquisition by the Company (i.e., John H. Dow), or (3) he was recommended for election by a then non-management director (i.e., the remaining seven directors). Accordingly, there has been no need for the Nominating Committee (which was first authorized as a standing committee in December 2005) to create a process for identifying and evaluating nominees for election as directors, including nominees recommended by a security holder of the Company (as to which there have been none as indicated above). Because of the Nominating Committee’s recommendation, and the Board’s decision, that the number of directors remain nine and that the nine incumbents be nominated for re-election at this Meeting, there was no need to develop a process to identify and evaluate new nominees in connection with this Meeting. The Nominating Committee has, however, agreed that, should a vacancy develop on the Board in the future, whether because the Board elects to increase the number of directors or otherwise, there will be no difference in the manner in which the Nominating Committee will evaluate a nominee for election as a director based on whether the nominee is recommend ed by a holder of the Common Stock or other then outstanding security of the Company.

In addition to its authority to recommend nominees for election or re-election as directors of the Company, the Board, in its resolutions creating the Nominating Committee as a standing committee of the Board, gave the Nominating Committee authority to make recommendations to the Board as to the following subjects: (1) the criteria regarding the composition of the Board committees, such as size, employee and non-employee director membership thereon and the periodic rotation of committee assignments; (2) the criteria relating to tenure as a director, such as retirement age limitations on the number of times a director may stand for re-election and the continuation of directors in an honorary or similar capacity; (3) the criteria for retention of directors unrelated to age or tenure, such as attendance at Board and Board committee meetings, health or the assumption of responsibilities which are incompatible with effective Board membership; (4) the specific amounts of directors’ retainers and meeting fees; (5) the removal of a director under unusual circumstances; (6) the selection of committee chairpersons, and the actual assignments of individual directors (by name) to various Board committees; (7) the types and functions of Board committees; and (8) the procedures, frequency and location of meetings of the Board.

The Audit Committee has a written charter adopted by the Board of Directors on December 13, 2005. A copy of the Audit Committee Charter is available on the Company’s website, www.FFLT.com. In addition, a copy of the Charter will be made available upon request by any stockholder made to Ronald J. Ricciardi, the Vice Chairman of the Board of the Company, at the following Company address: 100 Hangar Road, Wilkes-Barre/Scranton International Airport, Avoca, PA 18641, or telephone: (570) 457-3400. The Board also adopted a Code of Ethics for the Company and its subsidiaries on May 19, 2006 and a Policy and Procedure Governing Related Party Transactions on April 26, 2007, which policy delegates certain functions to the Audit Committee and the Compensation Committee. A stockholder may receive, upon a written request to Mr. Ricciardi as described above, a copy of the Code of Ethics and the Related Party Policy and Procedure.

The Audit Committee has submitted the following report dated April 3, 2008 to the other members of the Board of Directors:

‘‘Having orally reported to the other members of the Board of Directors of FirstFlight, Inc. (the ‘‘Company’’) the matters hereinafter mentioned in this Report prior to the filing of the Company’s Annual Report on Form 10-K on March 31, 2008, the Audit Committee now confirms in writing these matters:

(1) The Audit Committee had reviewed and discussed with management the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2007 (‘‘fiscal 2007’’).

(2) The Audit Committee had discussed with Marcum & Kliegman LLP, the independent registered public accounting firm for the Company, the matters required to be discussed by the statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

(3) The Audit Committee had received the written disclosures and the letter from Marcum & Kliegman LLP required by Independence Standard Board Standard No. 1, Independence Discussion with Audit Committee, as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and had discussed with Marcum & Kliegman LLP such firm’s independence.

(4) Based on the review and discussions referred to in paragraphs (1) through (3), the Audit Committee had recommended to the Board of Directors that the audited consolidated financial statements for fiscal 2007 be included in the Company’s Report on Form 10-K for fiscal 2007 for filing with the Securities and Exchange Commission.

The Compensation Committee does not have a Charter. In the resolutions creating the Compensation Committee as a standing committee of the Board, the Board delegated the following authority to the Compensation Committee: (1) review and, where appropriate, formulate or recommend changes to the Company’s stock benefit and executive, managerial or employee compensatory and benefit plans or programs, provided that the authority to adopt or change any compensatory or benefit plan or program shall rest with the Board of Directors of the Company (unless specifically delegated to the Compensation Committee); (2) administer, and act as the designated committee under, any stock option, restricted stock, stock purchase or similar plan of the Company; and (3) approve the base salary, bonus or other compensation arrangements of existing or prospective officers of the Company or any subsidiary thereof.

Because of the small size of the Company and the limited number of executive officers, the Compensation Committee has to date relied on the recommendations of the Chief Executive Officer (currently John H. Dow and, on or prior to December 12, 2006, Ronald J. Ricciardi) and the Vice Chairman of the Board (since December 12, 2006, Mr. Ricciardi) in determining the amount and form of executive and director compensation. The Compensation Committee has not used compensation consultants in determining or recommending the amount or form of executive and director compensation. Now that the Company is growing and operating at a profit, the Compensation Committee intends during the balance of 2008, working with the aforementioned two executive officers and corporate counsel to the Company, to review and, if deemed appropriate, develop new processes and procedures for the consideration and determination of executive and director compensation.

The Board has been exploring with management and, effective January 1, 2008, with an investment relations firm means of improving the Company’s lines of communications with its stockholders. As a part of that process, the Company has expanded the information relating to the Company available on its website, www.FFLT.com, including copies of the periodic reports which the Company files pursuant to the Exchange Act. In addition, the Board of Directors has established the following process for a stockholder to communicate with directors or a director: Any letter which a stockholder wishes to send to the Board generally should be sent to the attention of the Chairman of the Board at the Company’s address shown in the heading to this Proxy Statement. Similarly, if a stockholder wishes to communicate with an individual director, the stockholder should address such letter to the director at the Company’s address. Any such letter will then be deli vered to the respective addressee or addresses.

The firm of Wachtel & Masyr, LLP furnishes legal services to the Company. William B. Wachtel, FirstFlight’s Chairman of the Board, is a managing partner of this firm. During fiscal 2007, the Company was billed for legal services of $165,156. At December 31, 2007, the Company has recorded in accounts payable an obligation for legal fees of $374,517 related to these legal services.

The charter division of the Company manages several aircraft owned by an entity in which Mr. Wachtel along with two other directors of the Company, Thomas Iovino and Stephen B. Siegel, are members. During fiscal 2007, the Company recorded direct revenue and expenses of $6,809,903 and $5,944,582, respectively, related to the Company’s management of these aircraft. At December 31, 2007 the Company had recorded in accounts receivable a balance of approximately $172,621 owed from this entity.

On April 26, 2007, Airborne entered into an agreement to lease an aircraft from a company, of which one of its members is John H. Dow, a director and the current President and Chief Executive Officer of the Company, and the other member is an employee of its charter segment. The terms of the lease provide for the payment of rent of $20,000 per month and a charge of $500 for each hour of

aircraft use. The lease agreement, which is for a period of one year, further provides that this aircraft will be managed by the Company through its charter segment, and through which the Company will retain 90% of the associated charter revenue. The Company made use of this aircraft for certain business travel needs and paid these expenses to the lessor. During fiscal 2007, the Company recorded revenue of $391,976 and expenses of $493,228 in conjunction with the lease of this aircraft. This agreement replaced a prior arrangement which was terminated in February 2007.

The following table contains certain information relating to the executive officers of the Company as of the Record Date:

Each executive officer is elected by the Board of Directors to serve at the discretion of the Board.

For information as to the business histories of Messrs. Dow and Ricciardi, your attention is directed to the section ‘‘Business History of Nominees’’ under this caption ‘‘Proposal One: Election of Directors’’ earlier in this Proxy Statement.

Keith P. Bleier – Senior Vice President, Chief Financial and Chief Accounting Officer

Mr. Bleier was elected as a Senior Vice President of the Company, and designated as its Chief Financial Officer, effective September 15, 2006. Mr. Bleier was designated as Chief Accounting Officer on December 12, 2006.

Prior to his engagement by the Company and commencing in September 2002, Mr. Bleier, who is a certified public accountant, served as a Principal of the Business Advisory Group of Bonadio & Co. LLP, a certified public accounting firm. While serving in such capacity, among his duties was as the engagement manager in that firm’s representation of Airborne, which became a subsidiary of the Company on September 23, 2005. From September 1998 to September 2002, he served as the principal accounting and financial officer of Montana Mills Bread Co., Inc. and its subsidiaries, which company’s common stock was listed on the AMEX prior to its purchase by Krispy Kreme Donut Corp. and which was a specialty retail and wholesale bakery manufacturer.

The following table sets forth the annual and long-term compensation for services in all capacities for fiscal 2007. The following table sets forth the annual compensation paid by the Company for services performed on the Company’s behalf for the fiscal 2007 and fiscal 2006 with respect to any person who served as Chief Executive Officer of the Company during fiscal 2007 and the two other most highly compensated executive officers serving at December 31, 2007 whose total compensation exceeded $100,000 in fiscal 2007. The three persons named in the table are the only persons who served as executive officers of the Company in fiscal 2007.

On September 1, 2006, the Company entered into an employment agreement effective as of September 15, 2006 with Keith P. Bleier (the ‘‘Bleier Employment Agreement’’). Pursuant to the Bleier Employment Agreement, Mr. Bleier serves the Company as a Senior Vice President and its Chief Financial Officer. The term of the Bleier Employment Agreement is for three years, which commenced on September 15, 2006, and thereafter automatically renews for additional one-year periods, unless terminated by either party upon 90 days’ notice prior to the start of any renewal period. Mr. Bleier’s base annual salary is $185,000 with annual increases of 5%. In addition, he may receive an annual performance bonus at the discretion of the Board of Directors. Mr. Bleier is to be granted an option each September 1 during the initial term to purchase 250,000 shares of the Common Stock, commencing September 15, 2006 . The first option was granted effective September 1, 2006 and the second option was granted effective September 15, 2007.

On September 23, 2005, Airborne and the Company entered into an employment agreement dated as of September 23, 2005 (the ‘‘Dow Employment Agreement’’) with John H. Dow. Pursuant to the Dow Employment Agreement, Mr. Dow is employed in the office of Chief Executive of Airborne. The term of the agreement is for three years, which commenced September 23, 2005, and thereafter automatically renews for additional one-year periods, unless terminated by either party upon 90 days’ notice prior to the start of any renewal period. Mr. Dow receives an annual base salary of $150,000 and is guaranteed annually a bonus of $100,000 with the salary and bonus to be paid on a bi-weekly basis. In addition, he may receive an annual performance bonus based on the Board’s evaluation of Airborne’s performance and his performance. Mr. Dow was to be granted an option each September 23 during the initial term to p urchase 250,000 shares of the Common Stock. The first option was granted effective September 23, 2005, the second option was granted effective September 23, 2006 and the third option was granted effective September 23, 2007. On December 12, 2006, Mr. Dow was elected as the President of the Company by the Board of Directors and designated as its Chief Executive Officer.

On March 31, 2005, the Board of Directors authorized execution of the First Amendment effective April 1, 2005 (the ‘‘First Amendment’’) to the employment agreement dated January 2, 2004 (the ‘‘Ricciardi Employment Agreement’) for Ronald J. Ricciardi, then the Company’s President and Chief Executive Officer. The First Amendment provided that Mr. Ricciardi’s employment under the Ricciardi Employment Agreement was effective April 1, 2005 and would continue for three years thereafter subject to automatic one-year renewals, unless terminated by either party upon 90 days’ notice prior to the start of any renewal period. The First Amendment increased his base salary to $175,000. Mr. Ricciardi was to be granted an option each April 1 during the initial term to purchase 250,000 shares of the Common Stock. The first option was granted effective April 1, 2005, the second opt ion was granted effective April 1, 2006 and the third option was granted effective April 1, 2007. On December 12, 2006, the Board of Directors authorized execution of the Second Amendment effective as of that date reflecting that Mr. Ricciardi was elected as Vice Chairman of the Board by the Board of Directors and, effective January 1, 2007, Mr. Ricciardi’s base salary was adjusted to $125,000 and the initial term was extended to March 31, 2009.

In all the above-cited employment agreements (other than the agreements with Messrs. Dow and Bleier during the initial term), the Company or, in the case of Mr. Dow, Airborne, may terminate such agreement, upon ten days’ prior written notice, without cause. In such event, each officer is entitled to one-year’s base salary as severance, in addition to his incentive bonus on a pro rata basis and to participate in non-cash employee benefit plans for a period of six months. All agreements have change of control provisions which involve the occurrence of one of these events: the sale of all of substantially all of the employer’s assets, a merger or consolidation of the Company in which the then stockholders of the Company own less than 50% of the shares of stock of the surviving corporation, or the sale of two-thirds or more of the outstanding shares of the Company in one transaction. If the employee leaves within one year of the occurrenc e of the change of control event, then each employee has his unvested stock options vest and he is covered for six months under the employer’s non-cash employee benefit plans. In addition, each of Messrs. Dow and Bleier is entitled to one year’s base salary and his prior year incentive bonus as severance pay.

The Company does not offer a defined retirement or pension plan. Airborne and another subsidiary both maintained 401k plans prior to their acquisition by the Company. Those plans have been merged into the Company’s 401k Plan, which covers all employees of the Company and its subsidiaries. The newly merged Plan contains an option for the Company to match each participant’s contribution. Any employer contribution vests over a five-year period on a 20% per year basis. During fiscal 2007 and fiscal 2006, the Company and its subsidiaries matched participant contributions at a rate of 50% of the first 6% of participant deferrals. Employer contributions to the plan totaled approximately $103,000 and $61,000 for fiscal 2007 and fiscal 2006, respectively.

The following table sets forth, as of the Record Date, certain information with respect to all stockholders known by the Company to be beneficial owners of more than 5% of its outstanding shares of the Common Stock, the Chief Executive Officer of the Company, all directors and all directors and executive officers of the Company as a group. The ownership information was furnished to the Company by the person or entity.

The Company is not aware of any arrangements, including any pledge by any person of shares of the Common Stock, the operation of which may at a subsequent date result in a change in control of the Company. Nor is any director of the Company aware of any change in control which has occurred since the beginning of fiscal 2007.

The Board of Directors has long recognized and disclosed that the obtaining of additional financing may be a prerequisite for the Company to effect further acquisitions in the aircraft services industry in which the Company’s subsidiaries operate. As a result of the Company receiving $5,025,000 in gross proceeds from a private placement which it closed on September 1, 2006, and the cash flow from operations in fiscal 2007, the Board does not believe that additional financing is currently required for other corporate purposes in the foreseeable future. However, the Company’s revenue may not continue to grow as quickly as management anticipates and additional financing for purposes other than acquisitions may be required.

Various investment banking personnel with whom management has consulted have advised the Company that, unless there is a higher market price for the Common Stock, they do not believe that additional financing will be consummated for the Company on the most favorable terms. Certain of these personnel have also noted that a reduction in the number of shares of the Common Stock that would be outstanding on a fully diluted basis (i.e., 50,335,108 shares as of the Record Date if all of the outstanding options and warrants were exercised) would make a financing more attractive to investment bankers. In addition, they have noted that a higher market price for the Common Stock would enable the Company to effect the financing in a manner less dilutive to the current stockholders. Certain of these investment banking personnel have suggested that the only method simultaneously to increase the market price of the Common Stock and to decrease the number of outstanding shares on a fully diluted basis is to implement a reverse stock split. As an example, if a one-for-five reverse stock split was implemented and the market price was $.40 per share, then, after such a split, a stockholder holding five shares of the Common Stock valued at $2.00 in the aggregate would now own one share at a market price of $2.00 per share, at least initially. In such event, the 50,335,108 shares would become 10,067,022 shares after a one-for-five reverse stock split, subject to the Company issuing a full share for any fractional share.

Investment banking personnel with whom the Company has consulted have advised the Company that a listing of the Common Stock on the AMEX or on Nasdaq would facilitate the Company’s ability to obtain financing on a more favorable basis, as well as being beneficial in other ways to existing stockholders. See the immediately following section ‘‘Reasons for the Reverse Stock Split’’ under this caption ‘‘Proposal Two: Authority to Board to Implement a Possible Reverse Stock Split.’’ Based on its analysis of the entry criteria for listing the Common Stock on the AMEX or for having the Common Stock listed on the Nasdaq Capital Market, the Board has concluded that a major stumbling block to any such listing on the AMEX or on the Nasdaq Capital Market is that the current bid price of the Common Stock is far less than $3.00 per share, i.e., the AMEX entry criteria, and $4.00 per share, i.e., the Nasdaq entry criteria. Depending on the size of the split and the success of the reverse stock split (see the second succeeding paragraph), a reverse stock split could, in the Board’s opinion, enable the Company to overcome this stumbling block based on the market price of the Common Stock.

The Board also recognizes that, at the Annual Meeting of Stockholders held on December 12, 2006, the stockholders gave authority to the Board to implement, at the directors’ discretion, a reverse stock split in an amount not to be less than one-for-three more than one-for-ten at any time on or prior to November 15, 2007. However, because market and other conditions, in the opinion of the Board, did not warrant implementation, no reverse stock split was implemented.

However, assuming that stockholders approve Proposal Three and the directors subsequently implement a reverse stock split, no assurance can be given that, after a reverse stock split is effected, the market price of the Common Stock will remain at the proportionately increased price with the proposed decrease in the outstanding number of shares of the Common Stock. If, for example, the Company were to effect a one-for-five reverse stock split of the Common Stock, there is no assurance that the new market price would remain at five times the prior market price and would not drop to

the price level prior to the contemplated split, which is often what develops with respect to a reverse stock split in other public companies. Nor can there be any assurance as to precisely what effect the proposed reverse stock would have on the market price of the Common Stock. In addition, at the time that the Company makes its application to the AMEX or Nasdaq, the Company may not meet the other requirements for listing on the AMEX or on Nasdaq. Finally, even if the market price of the Common Stock retains the level of the reverse stock split and the Common Stock is listed on the AMEX or on Nasdaq, there can be no assurance that the Company will obtain financing on more favorable terms, if at all.

The Board also recognizes that the timing for affecting a reverse stock split is a key element in determining whether the desired goal of a higher market price for the Common Stock is likely to be achieved. The Board is cognizant of the fact that general market conditions not related to the Company or its securities and market and other conditions relating to the Company specifically can affect the result, especially because, although the Company is operating on a profitable basis, there still are certain risks or uncertainties as to its future. The Board has concluded that market and other conditions do not warrant implementing a reverse stock split at the current time. However, the directors would prefer to avoid the time delay and the expense of calling a Special Meeting of Stockholders at a later date when they deem the time appropriate for taking such action. Accordingly, instead of asking the stockholders to authorize a reverse stock split in a specified a mount and for the Company to implement the change at the current time, the Board is seeking stockholder approval of a proposal to authorize a reverse stock split in an amount which the Board deems appropriate, if and when required. Such amount would not be less than one-for-three nor more than one-for-ten. In addition, the timing of its effectiveness would be at such time as the Board determines, but not later than June 15, 2009. If the reverse stock split is not affected by June 15, 2009, then the Board believes that the desirability of implementing a reverse stock split should be the subject of consideration at the Annual Meeting of Stockholders in 2009, if at all.

The reverse stock split, if authorized by the stockholders at the Meeting and if subsequently implemented by the Board, will be effected by the filing of an Amendment to Article Fourth of the Company’s Articles of Incorporation relating to capitalization. If, for example, a one-for-five reverse stock split was to be effected, the authorized shares of the Common Stock will be changed from 100,000,000 shares with a par value of $.001 per share to 20,000,000 shares with a par value of $.005 per share. The 36,582,987 shares outstanding on the Record Date in such example would become 7,316,598 shares, with any fractional share being increased to a full share. The 18,967,121 shares currently reserved would become 3,793,425 shares after a one-for-five reverse stock split, with any fractional share thereafter issued being increased to a full share. Your attention is directed to the section ‘‘Stock Certificates’’ later under this c aption ‘‘Proposal Two: Authority to Board to Implement a Reverse Stock Split’’ in this Proxy Statement.

As indicated above in the section ‘‘General’’ under this caption ‘‘Proposal Two: Authority to Board to Implement a Reverse Stock Split,’’ the Board of Directors believes that a successful reverse stock split may have the following benefits, among others, for the Company:

The Board believes that a higher market price for the Common Stock should result if the Company continues to operate on an ever increasing profitable basis, even without a reverse stock split and assuming that the current major decline in stock market prices generally does not materially worsen over a long period of time. Nevertheless, the Board does not believe that it is in the best interests of the Company to wait to see if and when such higher market price occurs. There can be no assurance that the Company will continue to operate on an ever increasing profitable basis or that the market price will rise as the Board anticipates, especially with the current limited trading market for the Common Stock, or, even if it does, whether the increase will occur within the time frame in which any financing should be consummated. In addition, without a reverse stock split, there will be no reduction in the number of shares of the Common Stock outstanding on a fully dil utive basis. Finally, although there can be no assurance that any of the results described in this paragraph will be achieved, the Board believes that a reverse stock split may be the best method during the next few months to attempt to realize these objectives.

Additionally, because the Common Stock is not on the AMEX or Nasdaq and because its bid price has been below $5.00 per share, the Common Stock has become subject to Rule 15g-9 promulgated under the Exchange Act. This Rule imposes additional sales practices requirements on a broker-dealer which sells Rule 15g-9 securities to persons other than the broker-dealer’s established customers and institutional accredited investors (as such term is defined in Rule 501(a) under the Securities Act. For transactions covered under Rule 15g-9, the broker-dealer must make a suitability determination of the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. In addition, broker-dealers, particularly if they are market makers in the Common Stock, have to comply with the disclosure requirements of Rule 15g-2, 15g-3, 15g-4, 15g-5 and 15g-6 under the Exchange Act unless the transaction is exempt under Rule 15g-1. Consequently, Ru le 15g-9 and these other Rules may adversely affect the ability of broker-dealers to sell or to make markets in the Common Stock and, accordingly, make it more difficult for stockholders to sell their shares whenever they desire to take such action. If the Common Stock were listed on the AMEX or on Nasdaq, or if the bid price of the Common Stock were above $5.00 per share, these ‘‘penny stock’’ rules would not be applicable to the Company.

In addition, institutional investors which generally do not purchase stocks traded on the OTC Bulletin Board would more likely consider the Common Stock as a possible investment if it were traded on the AMEX or on Nasdaq. A listing of the Common Stock on the AMEX or on Nasdaq would also exempt that security from compliance with the ‘‘blue sky’’ laws of all 50 states and the District of Columbia and, accordingly, would reduce the Company’s expenses in any future public or private offering under the Securities Act.

In addition to the possibility of avoiding continuing application to the Common Stock of the Rules under the Exchange Act referred to in the second preceding paragraph, the Board believes that the reverse stock split may result in certain additional benefits to stockholders, such as:

However, as indicated above in the section ‘‘General’’ under this caption ‘‘Proposal Two: Authority to Board to Implement a Reverse Stock Split,’’ the Board cannot assure a stockholder as to what effect the proposed reverse stock split will have on the market price of the Common Stock. Accordingly, there can be no assurance that any or all of the objectives set forth in this subsection would be achieved.

Holders of the Common Stock have no preemptive, subscription or conversion rights and are entitled to dividends on a prorata basis when and if declared by the Board of Directors. The proposed reverse stock split will not affect any of these rights. However, because of the management’s desire to use cash flow to grow the business, the likelihood of dividends being paid on the Common Stock in the foreseeable future is extremely remote.

Each holder of the Common Stock has one vote per share on all matters submitted to stockholders for a vote. A reverse stock split will not affect such right.

Upon liquidation of the Company, each holder of the Common Stock is entitled to share ratably any assets available for distribution after payment of all debts and distribution in respect of any then outstanding shares of the Company’s Preferred Stock, $.001 par value (of which no shares are currently outstanding). The reverse stock split, if implemented, will not affect the liquidation rights of the holders of the Common Stock.

Accordingly, except for the increase in the par value of a share of the Common Stock and the concurrent decrease in the number of shares held by each holder of the Common Stock as a result of the reverse stock split, if implemented, the Board is of the opinion that the proposed Amendment to the Articles of Incorporation would create no material differences between the shares of the Common Stock prior to the Amendment and the shares of the Common Stock after the Amendment.

If the proposed Amendment to the Articles of Incorporation of the Company permitting the Board of Directors to effect a proposed reverse stock split is adopted by the stockholders at the Meeting and thereafter the Amendment is filed in the State of Nevada as required by the Nevada General Corporation Law to become effective, each stockholder must turn in his, her or its stock certificate to Continental Stock Transfer and Trust Company, the Transfer Agent for the Common Stock, for exchange for a new stock certificate evidencing the post-reverse-stock-split Common Stock and the new CUSIP number assigned to the Company. The Company will give notice to each stockholder, and will make a form available for such purpose, at the appropriate time. If, upon making the exchange for the new certificates evidencing the Common Stock, a fractional share would otherwise be issued, no fractional share will be issued and the stockholder making the exchange will receive instead a full share for the fractional share. Had the Board authorized cash payments in lieu of fractional shares if Proposal Two was approved at the Meeting, a stockholder would, if he, she or it dissented in the manner provided in Sections 92A.300 through 92A.500 of the Nevada Revised Statutes, have had the right to receive payment for his, her or its shares of the Common Stock.

FOR THE REASONS DESCRIBED ABOVE, THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR PROPOSAL TWO TO AUTHORIZE A REVERSE STOCK SPLIT OF THE COMMON STOCK IN AN AMOUNT (NOT LESS THAN ONE-FOR-THREE NOR MORE THAN ONE-FOR-TEN) AND AT A TIME TO BE DETERMINED BY THE DIRECTORS (BUT NOT LATER THAN JUNE 15, 2009).

As of the date of this Proxy Statement, the Board of Directors does not know of any matters to be presented to the Meeting other than the two proposals set forth in the attached Notice of Annual Meeting. If any other matters properly come before the Meeting, it is intended that the holders of the management proxies will vote thereon in their discretion.

The solicitation of proxies on the enclosed form of proxy is made by and on behalf of the Board of Directors of the Company and the cost of this solicitation is being paid by the Company. In addition to the use of the mails, proxies may be solicited personally, or by telephone, by the executive officers or directors of the Company.

The last Annual Meeting of Stockholders was held on December 12, 2006 and no Annual Meeting was held in 2007. The Board intends that future Annual Meetings of Stockholders will be held in June, commencing in 2009, so stockholders can receive on a timely basis a copy of audited financial statements for the prior fiscal year in connection with such Meeting. The Company’s fiscal year ends December 31^st of each year.

If you, as a stockholder, intend to submit a proposal for inclusion in the Company’s proxy statement for the Annual Meeting of Stockholders in 2009, you must send such proposal so as to be received by the Company no later than a reasonable time before the Company prints and mails its proxy material for such Annual Meeting. If you, as a stockholder, intend to submit a proposal for consideration at such Annual Meeting by means other than the inclusion of the proposal in the Company’s proxy statement for such Annual Meeting, you must notify the Company of such intention no later than a reasonable time before the Company prints and mails its proxy material for such Annual Meeting, or risk management exercising discretionary voting authority with respect to the management proxies to defeat such proposal when and if presented at the Annual Meeting.

The Company currently anticipates mailing the proxy material for the Annual Meeting of Stockholders in 2009 on or before May 25, 2009. Should such date change or the proposed date of the Annual Meeting change to a date more than 30 days from the date of this year’s meeting (i.e., June 19, 2008), the Company intends to include a notice to such effect in a Quarterly Report on Form 10-Q.

A representative of Marcum & Kliegman LLP will be present at the Meeting. The Company has been informed that the representative does not intend to make any statement to the stockholders at the Meeting, but will be available to respond to appropriate questions from stockholders.

The Company is enclosing with this Proxy Statement a ‘‘wrap-around’’ copy of the Company’s Annual Report on Form 10-K for fiscal 2007 (the ‘‘2007 Annual Report’’) containing audited financial statements. The audited financial statements, the management’s discussion and analysis of financial condition and results of operations and the section relating to quantitative disclosures about market risk included in the 2007 Annual Report are incorporated herein by this reference. The copy of the 2007 Annual Report being enclosed with this Proxy Statement does not contain any exhibits. If you desire a copy of any exhibit to the 2007 Annual Report, you may request any or all of the exhibits by making a written or oral request as set forth below. A reasonable fee for duplicating and mailing will be charged for a copy of any exhibit requested.

The unaudited financial statements and the related management’s discussion and analysis of financial condition and results of operation included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (the ‘‘Quarterly Report’’) are incorporated herein by this reference thereto A copy of the Quarterly Report is not enclosed with this Proxy Statement. However, the Company undertakes to provide, without charge, to each person to whom this Proxy Statement is delivered, upon the written or oral request of such person, a copy of the Quarterly Report by first class mail or other equally prompt means within one business day of receipt of such request. You may also review the Quarterly Report on the Company’s website, www.FFLT.com. The

Company recently began to include on that website all of its periodic reports filed with the Securities and Exchange Commission since 2002 and will post on the web site all future periodic reports as they are filed

You may make a written or oral request for a copy of the Quarterly Report or an exhibit to the 2007 Annual Report to Ronald J. Ricciardi, Vice Chairman of the Board of the Company, at the following address of the Company: 100 Hangar Road, Wilkes-Barre/Scranton International Airport, Avoca, PA 18641, or telephone number: (570) 457-3400.

	~~The proxy~~			FOR	AGAINST	ABSTAIN
	FOR	WITHHOLD AUTHORITY	2. PROPOSAL TO AUTHORIZE A REVERSE STOCK SPLIT	o	o	o
1.ELECTION OF DIRECTORS:	o	o	3. In their discretion the proxies are authorized to vote upon such other business as may ~~be revoked~~ properly come before ~~it is exercised by instrument in writing and delivered in the same manner as the proxy, at any time up to and including the last business day preceding the day of~~ the meeting or any ~~adjournment thereof, at which time the proxy is to be used~~postponements or ~~delivered to the chairman of the meeting on the meeting or any adjournment thereof, prior to the time of voting and upon either such occurrence, the proxy is revoked.~~adjournments thereof.
01 - WILLIAM R. COLAIANNI, ~~VOTING~~02 – JOHN H. DOW, ~~VOTING OF SHARES AND PRINCIPAL HOLDERS THEREOF~~03 – DONALD HECHT, As of September 6, 2002, there were 41,959,744 common shares outstanding, each carrying the right to one vote per share. The Board of Directors fixed the close of business on October 9, 2002, as the record date for the purpose of determining shareholders entitled to receive notice of the meeting, but failure to receive a notice does not deprive a shareholder of the right04 – THOMAS IOVINO, 05 – JEFFREY B. MENDELL,	06 – RONALD J. RICCIARDI, 07 – STEPHEN B. SIEGEL, 08 – ALVIN S. TRENK, 09 – WILLIAM B. WACHTEL,
(To withhold authority to vote ~~those shares at the meeting upon producing properly endorsed share certificates, or otherwise establishing share ownership, and demanding the inclusion of his~~for any individual nominee, strike a line through that nominee’s name in the list ~~of shareholders not later then ten days before the date of the meeting.~~above) ~~PROVISIONS RELATING TO VOTING OF PROXIES~~ ~~Proxies are only voted when a poll is required. A poll is a vote by written ballot, which gives on vote for each common share registered in the name of the member.~~ IF THERE IS CERTAINTY OF INSTRUCTION, THE PERSON NAMED IN THE ENCLOSED PROXY WILL VOTE (EXCEPT WHERE THERE IS A DIRECTION TO WITHHOLD VOTING) THE SHARES IN RESPECT OF WHICH HE OR SHE IS APPOINTED IN ACCORDANCE WITH THE DIRECTIONS OF THE MEMBER APPOINTING THE PROXY HOLDER. IN THE ABSENCE OF SUCH DIRECTIONS, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS REFERRED TO IN THE ATTACHED NOTICE OF MEETING. IF THE DIRECTIONS ARE MADE IN RESPECT TO ANY MATTER, SUCH SHARES WILL SIMILARLY BE VOTED FOR THE ADOPTION OF SUCH MATTER. The enclosed Form of Proxy confers discretionary authority upon the person named therein with respect to any amendment, variation or other matter to come before the meeting, other that the matters referred to in the Notice of Meeting, HOWEVER IF ANY SUCH AMENDMENTS, VARIATION OR OTHER MATTERS WITH ARE NOT NOW KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXIES HERBY SOLICITED WITH BE VOTED THEREON IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE PERSON OR PERSONS VOTING SUCH PROXIES. 3 ~~MATTERS TO BE ACTED ON~~ *~~ELECTION OF DIRECTORS — PROPOSAL NUMBER ONE~~* The Directors of the Corporation are elected annually and hold office until the next Annual Meeting. The Articles of the Corporation currently provide for a Board of Directors consisting of not less than one (1) and not more than seven (7) directors. Management proposes the persons listed below be nominated for election as Directors of the Corporation for the ensuing year. Management does not contemplate that any of the persons proposed to be nominated by it will be unable to serve as Director. If prior to the Meeting any such nominees are unable or unwilling to serve, the persons named in the accompanying form of proxy will vote for another nominee or nominees in their discretion if additional nominations are made at the Meeting. MICHAEL SCIACCHETANO has served as director and president of Shadows Bend Development since its inception in January 2000. From September 1999 until present he has been the president and CEO of Holly Hills Corporate Services, an assisted living facility structured for the care of Alzheimer residents located in Marion, Illinois. From August 1997 until present he has also been the president of Trace Resources, a company which manages healthcare facilities, diagnostic imaging companies and home care agencies. From 1993 until 1997 he was the administrator and owner of Southern Nursing Home Care, a 200+ patient home health agency. IVAN GALINDO has served as director since September 2002. He is currently vice president of marketing for the Rogo Letter with an emphasis on the development of new business. He has held this position since January of 2002. Prior to that position he managed the cleaning operation and marketing for a commercial cleaners from 1998 through December 2001. The Rogo Letter was retained by Shadows Bend Development.

Name, Office Held with The Corporation
and Present Principal Occupation Director since
Number of shares of the
Corporation beneficially
owned or over which control
or direction is Exercised

Michael Sciacchetano
    President, Director and Principal
    Financial Accounting Officer
     January 2000                      14,171,522 (2)

Ivan Galindo, Director September 2002 -0-

		YES	NO

~~(1)~~	~~Based upon 41,959,744 shares outstanding~~
~~(2)~~	~~Includes shares issued to Mr. Sciacchetano as developer of Alzheimer project and President of Shadows Bend Development.~~
	The undersigned shall attend the Annual Meeting in person		o	o

~~The information as to the shares beneficially owned or controlled, not being within the knowledge of the Corporation, has been furnished by the respective nominees individually.~~

~~Statement of executive compensation~~

The following table sets forth, for the fiscal year ended December 31, 2001 the aggregate remuneration paid or payable by the Corporation in each such period to the person who acted and an Executive to the Company during the year ended 2001.

Name and Principal Position Twelve Months
December 31
Annual Compensation
Fees

Michael Sciacchetano
    President, Director and Principal
    Financial Accounting Officer
     $48,000                     $144,000

~~Compensation of directors~~

~~During the fiscal year ended December 31, 2001, none of the directors of the Corporation received any fees or retainers for acting as directors or as members of committees of the board of directors.~~

~~Report on executive compensation~~

The Corporation’s primary concern in compensating executive officers is to provide a lower level of fixed cash compensation, but to provide through, stock appreciation rights, bonuses, and incentives for the executive officers to ensure their continuing commitment to the Corporation, its overall performance, and stock performance for the Corporation’s shareholders.

~~Directors and officers liability insurance~~

~~The Corporation is applying for directors and liability insurance, which will be wholly payable by the Corporation.~~

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Section 16(a) of the Securities Exchange Act of 1934 requires directors and executive officers and persons who own more than ten percent of the Company’s Common Stock to report their ownership and any changes in that ownership to the Securities and Exchange Commission. Shadows Bend believes that all Section 16(a) filing requirements applicable to its directors, executive officers and greater than ten percent beneficial owners were completed however they were filed late.

~~APPOINTMENT OF AUDITORS — PROPOSAL NUMBER TWO~~

On May 3, 2002 we appointed the accounting firm of Ham, Langston & Brezina as our independent accountants to examine the Company’s financial statements for the year ended December 31, 2002. A resolution to ratify the appointment will be presented at the annual meeting.

~~APPROVAL OF 2002 STOCK OPTION AND GRANT PLAN — PROPOSAL NUMBER THREE~~

~~Here is a summary of the significant terms of the Plan approved by us on January 30, 2002.~~

COMPANY ID:
~~Total Number of Shares Covered~~	~~5,000,000 shares~~

~~Administration~~	~~The Board of Directors administers the Plan.~~

~~Eligible Persons~~	~~Officers, key employees and other individuals who may not be employees but have performed bona fide services to the Company.~~
		PROXY NUMBER:
~~Exercise Price~~	~~Generally the closing price of the Company’s stock on the date we grant the option, but could be lower.~~

~~Terms of Options~~	~~Generally 10 years, but could be shorter.~~

~~Exercise of Options~~	The holder of an option can choose to pay the exercise price of the option in cash, with the Company’s common stock (valued at the closing price of the common stock on the exercise date) or by a cashless exercise. In a cashless exercise, the option holder instructs his or her stockbroker to sell the shares to be acquired upon exercise of the option and pay the exercise price to the Company.

~~Transferability~~	~~Options are not transferable expect by will or by the laws of descent and distribution.~~
		ACCOUNT NUMBER:
~~Term of Plan~~	~~The Plan will expire on January 30, 2012, unless terminated earlier.~~


Signature		Signature	Date, 2008.

~~The shareholders~~NOTE: Please sign exactly as name appears hereon. When shares are ~~therefore asked to approve the 2002 Stock Option and Grant Plan.~~

~~STOCK CONSOLIDATION — PROPOSAL NUMBER FOUR~~

~~A stock consolidation may be required depending upon the situation to ensure better market valuation of the Corporation’s common stock. The shareholders are therefore asked to pass~~held by joint owners, both should sign. When signing as attorney, executor, administrators, trustees or guardians, please give title as such. If a ~~special resolution authorizing directors to consolidate the issued capital of the Corporation such that one share be issued~~corporation, please sign in ~~exchange for up to ten old issued common shares of the Corporation, at their sole discretion within the next Annual Meeting.~~

~~ACQUISITIONS — PROPOSAL NUMBER FIVE~~

~~Three Oaks Corporation is~~full corporate name by President or other authorized officer. If a ~~60+ bed Alzheimer care facility now operating~~partnership, please sign in the state of Florida. Holly Hills Corporate Services is a room and board facility now operating in the State of Illinois. The shareholder’s are therefore asked to pass a special resolution ratifying the acquisitions and approving other acquisitions of similar Alzheimer dementia-care facilities.

~~STOCK ISSUANCE FOR CONSULTING AND OTHER SERVICES — PROPOSAL NUMBER SIX~~

It may be beneficial to the Corporation to offer shares to its consultants or contractors in payment of services rendered. Such issuance allows the Corporation to conserve funds for investment and other business operations and retain highly skilled and qualified consultants. It is Management’s belief that it can successfully negotiate with its consultants and contractors for full or partial payment for service fees with shares. The shareholders are therefore asked to pass a resolution authorizing the directors to issue such shares in compliance with the United States Securities and Exchange Commission Act 1933 (Form S-8).

~~COMPENSATION PACKAGES FOR DIRECTORS — PROPOSAL NUMBER SEVEN~~

Management believes it is fair to compensate those directors, who rendered services, in the form of shares and payment of salaries or back salaries. Such compensation will help directors’ continuing commitment to the Corporation and provide further incentive. The shareholders are asked to pass a resolution approving issuance of shares to the directors for services rendered and to ratify issuances to date, as well as for payment of additional salaries or back salaries as needed.

~~APPLICATION TO THE BBX — PROPOSAL NUMBER EIGHT~~

~~The Bulletin Board Exchange (BBX) is scheduled to launch in the second quarter of 2003, pending approval~~partnership name by the Securities and Exchange Commission. The BBX will begin to accept applications on November 1, 2002 (date dependent on SEC approval). The shareholders are asked to pass a resolution approving the application to the Bulletin Board Exchange.individual person.

~~FORMATION OF AN AUDIT COMMITTEE — PROPOSAL NUMBER NINE~~

In order to list on the BBX, issuers will be required to create an audit committee, a majority of which cannot be comprised of non-independent directors. The shareholders are asked to pass a resolution approving the formation of an Audit Committee.

~~DIVIDEND ISSUANCE — PROPOSAL NUMBER TEN~~

To improve trading liquidity and broaden ownership, the board of directors approved a dividend payment on January 23, 2002. Shadows Bend shareholders received two additional shares for every one share of Shadows Bend common stock held on the record date. The effective date for the dividend was February 5, 2002, to shareholders of record as of the close of the market on January 29, 2002. Shareholders are asked to pass a resolution ratifying dividend issuance.

~~SHAREHOLDERS PROPOSALS FOR 2002 ANNUAL MEETING~~

If you want to include a shareholder proposal in the proxy statement for the 2002 annual meeting, it must be delivered to the Company’s President at the Company’s executive offices before October 31, 2002.

~~SHAREHOLDERS PROPOSALS FOR 2002 ANNUAL MEETING~~

If you want to include a shareholder proposal in the proxy statement for the 2003 annual meeting, it must be delivered to the Company’s President at the Company’s executive offices before June 15, 2003.

~~OTHER MATTERS WHICH MAY COME BEFORE THE MEETING~~

Management knows of no other matters to come before the Annual Meeting of shareholders other than as set forth in the Notice of Meeting. HOWEVER, IF OTHER MATTERS, WHICH ARE NOT KNOWN TO MANAGEMENT, SHOULD PROPERLY COME BEFORE THE MEETING, THE ACCOMPANYING PROXY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSON HOLDING THE PROXY.

~~CERTIFICATE OF APPROVAL OF DIRECTORS~~

The foregoing does not contain any untrue statements of a material fact and does not omit a material fact that is required to be stated. This Information Circular and the mailing of the same to shareholders have been approved by the Board of Directors of the Corporation.

~~Dated this 18~~^th~~day of October, 2002.~~

~~By order of the Board of Directors~~

~~Michael Sciacchetano, President~~

The undersigned appoints John H. Dow and Ronald J. Ricciardi, and each of them, as proxies each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of Common Stock of FirstFlight, Inc. held of record by the undersigned at the close of business on May 16, 2008 at the 2008 Annual Meeting of Stockholders of FirstFlight, Inc. to be held on June 19, 2008 or at any adjournments or postponements thereof.


	(1)	Title of each class of securities to which transaction applies: