Avantair DEF 14A Definitive proxy

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨	Preliminary Proxy Statement
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
AVANTAIR, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
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AVANTAIR, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 3, 2011

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Avantair, Inc., a Delaware corporation (“Avantair”), will be held on Thursday, November 3, 2011, at 1:30 p.m., local time, at the Avantair Executive Headquarters located at 4311 General Howard Drive, Clearwater, Florida 33762 for the following purposes:

1. To elect eight directors to serve for the ensuing year or until their successors are duly elected and qualified;

2. To ratify the appointment of J.H. Cohn, LLP, as Avantair’s independent registered public accountants for the fiscal year ending June 30, 2012;

3. To reapprove an amendment to the Company’s Amended and Restated Certificate of Incorporation to authorize the Board of Directors to, at its discretion, until the next Annual Meeting of Stockholders, (a) effect a reverse stock split of the Company’s common stock at a reverse split ratio of between 1-for-2 and 1-for -5, which ratio will be selected at the discretion of the Board of Directors, and (b) decrease the number of authorized shares of the Company’s common stock on a basis proportional to the reverse split ratio approved by the Board of Directors; and

4. To transact such other business as may properly come before the Annual Meeting, including any adjournment thereof.

You have the option to receive future proxy materials electronically via the Internet. You may choose to do so by following the instructions contained in this mailing. Offering electronic delivery of future annual reports and proxy statements is not only cost-effective for Avantair but is also friendlier to the environment.

All stockholders are cordially invited to attend the Annual Meeting in person. However, to ensure your representation at the Annual Meeting, you are urged to vote your shares using one of the following methods: (1) vote through the Internet at the website shown on the proxy card; (2) vote telephonically via the telephone number shown on the proxy card; or (3) mark, date, sign and return the enclosed proxy as promptly as possible in the postage-prepaid envelope enclosed for that purpose. If you elected to receive this meeting’s proxy materials over the Internet, you will not receive a paper proxy card and you should vote online, unless you cancel your enrollment or we discontinue the availability of our proxy materials on the Internet. YOU MAY REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING. ANY STOCKHOLDER ATTENDING THE ANNUAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY.

FOR THE BOARD OF DIRECTORS OF AVANTAIR, INC.

Allison Roberto

General Counsel and corporate Secretary

Clearwater, Florida

October 3, 2011

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting

to be Held on November 3, 2011

The Proxy Statement and Annual Report to Stockholders are available at

http://www.cstproxy.com/avantair/2012

Information on our website, other than this Proxy Statement, is not a part of this Proxy Statement

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED OR VOTE THROUGH THE INTERNET OR TELEPHONICALLY.

AVANTAIR, INC.

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

November 3, 2011

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed proxy is solicited on behalf of Avantair, Inc., a Delaware corporation (except where the context otherwise requires, references herein to “Avantair,” “we,” “our,” or “us” mean Avantair, Inc.), for use at the Annual Meeting of Stockholders to be held on Thursday, November 3, 2011, at 1:30 p.m., local time, and at any adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held at the Avantair Executive Headquarters located at 4311 General Howard Drive, Clearwater, Florida 33762. Its telephone number at that location is (727) 539-0071.

These proxy solicitation materials, together with Avantair’s Fiscal 2011 Annual Report to Stockholders, were mailed on or about October 5, 2011 to all stockholders entitled to vote at the Annual Meeting.

While we have historically referred in our prior proxy statements to our annual meetings by the calendar year in which the meeting actually occurs, as opposed to the most recent ended fiscal year, including calling our annual meeting of stockholders that occurred in January 2011 as 2011 Annual Meeting, we have referred throughout this proxy statement to our upcoming stockholders meeting as our 2011 Annual Meeting as 2011 is both our most recent ended fiscal year and the year in which the meeting is occurring.

What if other matters come up at the annual meeting?

The matters described in this proxy statement are the only matters we know will be voted on at the annual meeting. If other matters are properly presented at the meeting, the proxy holders will vote your shares as they determine, in their discretion.

Who can vote?

Stockholders of record at the close of business on September 19, 2011 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of September 19, 2011 (the “Measurement Date”), 26,422,845 shares of Avantair’s common stock were issued and outstanding. For information regarding security ownership by management and by the beneficial owners of more than 5.0% of Avantair’s common stock, see “Security Ownership of Certain Beneficial Owners and Management. The enclosed proxy card shows the number of shares you can vote. The closing sales price of Avantair’s common stock on September 19, 2011 was $1.30 per share.

How do I vote?

Follow the instructions on the enclosed proxy card to vote on each proposal to be considered at the annual meeting. Please promptly vote by internet, by telephone or by signing and dating the proxy card and mail it back to us in the enclosed envelope. The proxy holders named on the proxy card will vote your shares as you instruct.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to Avantair’s corporate Secretary a written notice of revocation or a duly executed proxy bearing a later date, or voting via the internet or telephone at a later date, or attending the Annual Meeting and voting in person.

What does it mean if I get more than one proxy card?

It means you hold shares registered in more than one account. To ensure that all your shares are voted, you must sign and return or vote via the internet or telephone all proxies or vote in person at the Annual Meeting.

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Voting and Solicitation

Each stockholder is entitled to one vote for each share of common stock on all matters presented at the Annual Meeting. Stockholders do not have the right to cumulate their votes in the election of directors.

The cost of soliciting proxies will be borne by Avantair. In addition, Avantair may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may also be solicited by certain of Avantair’s directors, officers and regular employees, without additional compensation, personally or by telephone, telegram, email, letter or facsimile. While we have not chosen at this time to engage the services of a proxy solicitor to aid in the solicitation of proxies and to verify records relating to the solicitation, should we do so, we will bear all costs of such solicitation of proxies. We anticipate that if we retain the services of a proxy solicitor, we would pay that firm customary fees for those services, which we believe would not be significant.

Quorum; Abstentions; Broker Non-Votes

A majority of the shares of Avantair common stock outstanding on the Record Date must be present or represented by proxy at the Annual Meeting in order to have a quorum for the transaction of business. Shares on which an abstention, a withheld vote or a broker non-vote has occurred will be counted as present for purposes of determining the presence of a quorum. If you own shares through a broker, bank, or other nominee, you must instruct that party how to vote in order for your vote to be counted.

Can I change my vote after I return my proxy card?

Yes. At any time before the vote on a proposal, you can change your vote either by giving our corporate Secretary a written notice revoking your proxy card or by signing, dating, and returning to us a new proxy card or changing your vote via the internet or telephone by the stated deadline on the proxy card. We will honor the proxy card with the latest date.

How are nominees for election to our Board of Directors selected?

Our corporate governance and nominating committee recommend to our Board of Directors individuals as nominees for election to our Board of Directors at the annual meeting of stockholders and to fill any vacancy or newly created directorship on the Board of Directors. In identifying and evaluating nominees for director, the Board of Directors considers each candidate’s independence, personal and professional integrity, financial literacy or other professional or business experience relevant to an understanding of our business, ability to think and act independently and with sound judgment and ability to serve our stockholders’ long term interests.

Our Bylaws provide that, if the number of nominees does not exceed the number of directors to be elected, the voting standard for the election of our directors in elections is based on a majority voting standard. We have nominated eight directors for election at the Annual Meeting, and because we did not receive advance notice under our Bylaws of any stockholder nominees for directors, the 2011 election of directors is an uncontested election and each director nominee receiving the majority of any votes cast “for” such director nominee will be elected. Any shares not voted (whether withheld or by abstention, broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the vote, although such shares will be counted for purposes of determining whether there is a quorum.

The Board of Directors will consider stockholder nominations as nominees for election to our Board of Directors. In evaluating such nominations, the Board of Directors will use the same selection criteria the Board of Directors uses to evaluate other potential nominees. Any stockholder may suggest a nominee by sending the information specified in our Bylaws to the corporate Secretary of Avantair, including: (1) such stockholder’s name, mailing address and telephone number; (2) the class and number of shares of the Company which are owned beneficially and of record by the stockholder; (3) the suggested nominee’s name, mailing address and telephone number; (4) a statement whether the suggested nominee knows that his or her name is being suggested by you; (5) the suggested nominee’s resume or other description of his or her background and experience; (6) such stockholder’s reasons for suggesting that the individual be considered; (7) whether such stockholder has any material interest in the election of such nominee, and what such interest is; and (8) whether the stockholder intends to deliver a proxy statement and form of proxy to holders of at least a majority of our issued and outstanding shares of common stock. The information should be sent to the corporate Secretary addressed as follows: Board of Directors Nominations, Avantair, Inc., 4311 General Howard Drive, Clearwater, Florida 33762.

Voting Results

Votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Voting Telephonically or Electronically via the Internet

For Shares Directly Registered in the Name of the Stockholder. Stockholders with shares registered directly with Continental Stock Transfer (“Continental”), Avantair’s transfer agent, may vote by mailing in the proxy, by telephone at the number stated on the proxy card or on the internet at the following address on the World Wide Web: www.continentalstock.com. Specific instructions to be

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followed by any registered stockholder interested in voting via the telephone or internet are set forth on the enclosed proxy card. Votes submitted via phone or the internet by a registered stockholder must be received by 7:00 p.m. (Eastern Standard Time) on November 2, 2011.

For Shares Registered in the Name of a Brokerage or Bank. A number of brokerage firms and banks are participating in a program for shares held in “street name” that offers internet and telephone voting options. This program is different from the program provided by Continental for shares registered in the name of the stockholder. If your shares are held in an account at a brokerage firm or bank participating in the street name program, you may have already been offered the opportunity to elect to vote using the internet or telephone. Votes submitted via the internet or telephone through the street name program must be received by 7:00 p.m. (Eastern Standard Time) on November 2, 2011. The submission of such a proxy will not affect your right to vote in person should you decide to attend the Annual Meeting.

These internet and telephone voting procedures, which comply with Delaware law, are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that stockholders’ votes have been recorded properly. Stockholders voting via the internet or telephone through either of these voting procedures should understand that there may be costs associated with electronic access, such as usage charges from internet access providers and telephone companies that must be borne by the stockholders. Also, please be aware that Avantair is not involved in the operation of either of these internet and telephone voting procedures and cannot take responsibility for any access or internet and telephone service interruptions that may occur or any inaccuracies, erroneous or incomplete information that may appear.

You may elect to receive future notices of meetings, proxy materials and annual reports electronically via the Internet, if then made available by Avantair. If you have previously consented to electronic delivery, your consent will remain in effect until withdrawn. If you have not yet enrolled in Avantair’s Internet delivery program, we strongly encourage you to do so as it is a cost-effective way for Avantair to send you the proxy statement and annual report materials. Participation instructions are set forth on the enclosed proxy card. When next year’s proxy statement and annual report materials are available, you may be sent an e-mail telling you how to access them electronically. Please note, however, that the Securities and Exchange Commission (the “SEC”) has enacted rules regarding the electronic distribution of proxy materials on websites, as opposed to being mailed, and we may decide to change our procedures for the distribution of our proxy materials by next year.

If you elect to access these materials via the Internet, you may still request paper copies by contacting your brokerage firm, bank or Avantair. Your participation in the new Internet program will remain in effect until you cancel your enrollment. You are free to cancel your enrollment at any time.

What vote is required to approve each item?

Election of Directors.A nominee for director election shall be elected by the affirmative vote of a majority of the votes cast “for” such nominee so long as a quorum is present, provided that if the Secretary of the Corporation shall determine that the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes of the stock represented and entitled to vote at the meeting. In an election of directors, a majority of the votes cast “for” a nominee must exceed the number of votes cast “Against” that nominee.

Ratification of the appointment of J.H. Cohn, LLP.Stockholder ratification of the selection of J.H. Cohn, LLP, an independent registered public accounting firm, as our independent auditor is not required by the Company’s Bylaws or otherwise. However, the Board of Directors is submitting the selection of J.H. Cohn, LLP to the stockholders for ratification as a matter of good corporate practice. The proposal to ratify the selection of the Company’s independent registered public accounting firm will be approved if it receives the affirmative vote of a majority of shares present, in person or by proxy, and entitled to vote on the matter. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. Any abstentions will have the same effect as a vote “Against” the proposal.

Amendment to the Company’s Amended and Restated Certificate of Incorporation.The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to reauthorize the Board of Directors to, at its discretion, effect a reverse stock split and decrease the number of authorized shares of common stock will be reapproved if it receives the affirmative vote of a majority of shares outstanding and entitled to vote on the matter (whether or not present). Any abstentions will have the same effect as a vote “Against” the proposal.

What is the recommendation of the Board of Directors?

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board of Directors recommends a “FOR” vote to approve: (1) Proposal No. 1, for election of the nominated slate of directors to serve until the 2012 annual meeting of stockholders or until their successors are duly elected and qualified, as set forth in the notice of meeting on the cover page of this proxy statement; (2) Proposal No. 2, for the ratification of the appointment of J.H. Cohn, LLP as our independent auditors for the fiscal year ending June 30, 2012; and (3) Proposal No.3, to amend the Company’s Amended and Restated Certificate of Incorporation to reauthorize the Board of Directors to, at its discretion, until the next Annual Meeting of Stockholders, (a) effect a reverse stock split of the Company’s common stock at a reverse split ratio of between 1-for-2 and 1-for-5, which ratio will be selected at the discretion of the Board of Directors, and

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(b) decrease the number of authorized shares of the Company’s common stock on a basis proportional to the reverse split ratio approved by the Board of Directors. With respect to any other matter that properly comes before the meeting, the proxy holders will vote in accordance with their best judgment.

Deadline for Receipt of Stockholder Proposals

Pursuant to Rule 14a-8 under the Securities Exchange Act, as amended (the “Exchange Act”), our stockholders may present proposals for inclusion in our proxy statement for consideration at the 2012 annual meeting of our stockholders by submitting their proposals to us in a timely manner. Any such proposal must comply with Rule 14a-8 and must be received by the Company at the address appearing on the first page of this proxy statement no later than July 6, 2012.

Stockholders who intend to propose business for consideration by stockholders at an annual meeting shall give written notice to our corporate Secretary not less than 90 days nor more than 120 days before the first anniversary of the date of the preceding year’s annual meeting. If, however, the date of the annual meeting is more than 30 days earlier or later than such anniversary date, notice by the stockholders to be timely must be received not later than the close of business on the later of the 120th day prior to the annual meeting or the close of business on the tenth day following the day on which notice of the date of the annual meeting is mailed or publicly announced. The written notice should be sent to our corporate secretary, Allison Roberto, Avantair, Inc., 4311 General Howard Drive, Clearwater, Florida 33762, and must include a brief description of the business, the reasons for conducting such business, material interest the stockholder has in such business and any agreement that the stockholder may have with other entities or interested parties in connection with such business. In addition, the notice must include the name and address of the stockholder as they appear on our books, the number of shares of our common stock the stockholder beneficially owns and certain other information specified in our Bylaws.

SEC rules set forth standards for what stockholder proposals we are required to include in a proxy statement for an annual meeting.

Fiscal Year End

Avantair’s fiscal year ends June 30.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Nominees

A Board of eight directors (constituting the entire Board of Directors) is to be elected at the Annual Meeting. The persons named below have been nominated by the Board of Directors on recommendation of its corporate governance and nominating committee named herein as candidates. All nominees have consented to be named and have indicated their intent to serve if elected. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill the vacancy. Avantair is not aware of any nominee who will be unable or will decline to serve as a director. The term of office of each person elected as a director will continue until the next Annual Meeting of Stockholders and until a successor has been elected and qualified, or until his or her earlier death, resignation or removal.

The names of Avantair’s nominees for director and certain information about them are set forth below:

Name	Age		Position
Robert J. Lepofsky		66	Chairman of the Board
Steven Santo		44	Chief Executive Officer and Director
A. Clinton Allen		67	Director
Stephanie A. Cuskley		51	Director
Richard B. DeWolfe		67	Director
Arthur H. Goldberg		69	Director
Barry J. Gordon		66	Director
Lorne Weil		65	Director

Robert J. Lepofsky. Mr. Lepofsky has served as a member of Avantair’s Board of Directors since 2007 and was appointed Chairman of the Board effective November 1, 2010. Mr. Lepofsky, an Avantair fractional share owner, has been Chairman of Westcliff Capital Group, a private holding and investment management company since November 2006. He was a director of Brooks Automation, Inc. a producer of semiconductor capital equipment from 2005 until his retirement in September, 2010 and served as its Chief Executive Officer from October 2007 through September 2010. In addition to serving as a director of Ensign-Bickford Industries, Inc., a broadly diversified, privately-held corporation from April, 1995 until November, 2006, Mr. Lepofsky was Interim President and Chief Executive Officer of Ensign-Bickford from January 2005 until November, 2006. From January 1989 to December 2004, he was President and Chief Executive Officer and a director of Helix Technology Corporation, a publicly-held producer of innovative vacuum systems for the semiconductor industry. From January 2005 Mr. Lepofsky was non-executive Chairman of the Board of Helix, a position he held until October 2005 when Helix merged with Brooks Automation, Inc. He was also a director of Moldflow Corporation, a publicly-held developer of software solutions for the plastics industry from December 2003 until its sale to Autodesk Corp. in May, 2008. In the not-for-profit sector, Mr. Lepofsky is a member of the Board of Overseers of the Boston Symphony Orchestra, a Life Trustee at the Beth Israel Deaconess Medical Center, a major Harvard teaching hospital, and a member of the Visiting Committee on Basic Science at the Dana Farber Cancer Institute in Boston. Mr. Lepofsky received his B.S. degree from Drexel Institute of Technology and holds an Advanced Professional Director Certification from the American College of Corporate Directors, a national director education organization.

Mr. Lepofsky’s extensive leadership experience in specialized publicly-held companies, along with his investment management experience, enables him to bring a critical skill set to the Board in guiding public companies in strategic planning and financial management.

Steven F. Santo. Mr. Santo has served as Chief Executive Officer, President and a Director of Avantair since its inception in June 2003 and Skyline Aviation Services, Inc. since June 2002. Mr. Santo is a licensed, commercially-rated pilot who has been flying for approximately 21 years. From 1995 through 2001, Mr. Santo practiced law as an attorney in private practice, concluding his law practice in 2001 as a name partner at the firm of Fields, Silver & Santo. From 1992 to 1995, Mr. Santo served as an Assistant District Attorney in New York working in the office’s major crimes unit. Mr. Santo received a J.D. from St. Johns’ University School of Law and a bachelor’s degree from Villanova University and holds a Masters Professional Director Certification from the American College of Corporate Directors, a national director education organization.

Mr. Santo’s experience as the founder and CEO of Avantair for the past 8 years, together with his prior employment as an attorney, as well as his twenty-one years as a commercially rated pilot, provide him a unique insight into the aviation industry and the advantage to serve the Board as a voice of the customer and private aviation industry.

A. Clinton Allen. Mr. Allen has served as a member of Avantair’s Board of Directors since 2007. Mr. Allen is the CEO of A. C. Allen & Company, a private investment banking consulting firm. He is also a member of the board of directors of Brooks Automation, Inc., which provides integrated tool and factory automation solutions for the global semiconductor and related industries,

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the board of directors and Executive Committee of LKQ Corporation, the largest nationwide provider of recycled OEM automotive parts and Chairman of the Board of Collectors Universe, a high end provider of collectible grading. Mr. Allen was the Lead Director of Steinway Musical Instruments, one of the world’s largest manufacturers of musical instruments. He served on the board of directors of Blockbuster Entertainment Corporation from 1986 until its acquisition by Viacom/Paramount in September 1994. Mr. Allen graduated from Harvard University and serves on the Executive Committee of the Friends of Harvard Football, as well as the Harvard Visiting Committee on University Resources and the Harvard Major Gifts Committee. He is a member of the Board of Directors and the President’s Council of the Massachusetts General Hospital. Mr. Allen holds a Masters Professional Director Certification from the American College of Corporate Directors, a national director education organization.

Mr. Allen’s extensive experience as a Board Member across multiple industries combined with his investment banking and consulting experience provides the Board with a diversified individual providing key consulting and leadership direction.

Stephanie A. Cuskley. Ms. Cuskley has served as a member of Avantair’s Board of Directors since 2007. In addition, Ms. Cuskley has been on the Board of Directors of Insituform Technologies Inc. (NASDAQ:INSU) since 2005 and is chair of its Audit Committee. On January 19, 2009, she was appointed to the position of Chief Executive Officer of NPower, a national nonprofit providing IT training and services to nonprofits and young adults. From 2003 thru 2005, Ms. Cuskley was a Managing Director with JPMorgan Chase where she headed Investment Banking for the firm’s mid-cap clients located in the eastern US. Ms. Cuskley joined JPMorgan Chase in 1994 and spent 7 years in high yield origination. From 2001 to 2003, she led a global culture and leadership development initiative sponsored by the firm’s CEO and Executive Committee. Prior to joining JPMorgan Chase, Ms. Cuskley was an Executive VP with Integrated Resources, a large financial services concern, and advised on their financial restructuring. She started her investment banking career in 1985 at Drexel Burnham Lambert. She is also a commissioner of the NYC Mayor’s Commission on Women’s Issues and a member of the Resources Development Committee for United Way of New York City. Ms. Cuskley received her MBA from Cornell and her BA from the University of Toronto.

Ms. Cuskley brings twenty years of experience from the investment and financial services sector. Cuskley’s wealth of experience in this arena, along with her experience leading global culture and leadership initiatives, enables her to bring the Board leadership in global matters and financial judgment.

Richard B. DeWolfe. Mr. DeWolfe was appointed to the Board effective January 29, 2009. Mr. DeWolfe is Managing Partner of DeWolfe & Company, LLC, a real estate management and investment consulting firm. He serves as a Director and Chairman of the Audit Committee of Manulife Financial Corporation which is the parent company of John Hancock Financial Services, Inc. Mr. DeWolfe was formerly an overseer of Boston University, and currently serves as a Trustee of Boston University and an honorary director of The Boston Center for Community and Justice. He was formerly Chairman and CEO of The DeWolfe Companies, Inc., the largest homeownership organization in New England, which was previously listed on the American Stock Exchange and acquired by Cendant Corporation in 2002. Mr. DeWolfe was formerly Chairman and Founder of Reliance Relocations Services, Inc., was formerly Director of the Boston Foundation, was formerly Trustee of Marine Biological Laboratory and was formerly Chairman of the Board of Trustees, Boston University. Mr. DeWolfe holds a BAS, Marketing and Finance from Boston University and holds a Masters Professional Director Certification from the American College of Corporate Directors, a national director education organization.

Mr. DeWolfe’s experience as founder and Chairman for a number of companies provides the Board the critical leadership experience as an entrepreneur along with key business decision making skill set. He also brings extensive oversight experience serving as Director and Trustee for several corporations and nonprofits.

Arthur H. Goldberg. Mr. Goldberg has been a member of Avantair’s (formerly known as Ardent Acquisition Corporation) Board of Directors since inception. Mr. Goldberg has served as a member of Corporate Solutions Group since January 2000. From February 1994 to December 1999, Mr. Goldberg served president of Manhattan Associates, an investment and merchant banking firm. Mr. Goldberg has been a trustee of Ramco-Gershenson Properties Trust (formerly named RPS Realty Trust), a New York Stock Exchange listed real estate investment trust, since 1998. Mr. Goldberg also serves as a member of a number of private company Boards. In addition, he is a Trustee of the Heraa Foundation, a non-profit medical research organization; a member of the Board and of the Executive Committee of the Jewish Federation of South Palm Beach, Florida and a member of the Board of the Mid-Island Y Community Center in Plainview, New York. Mr. Goldberg received a B.S. (cum laude) from New York University Stern School and a J.D. from the New York University School of Law.

Mr. Goldberg brings extensive experience as a Director & Trustee for exchange listed companies and provides the Board leadership in financial management and investment decision making.

Barry J. Gordon. Mr. Gordon has served as a member of Avantair’s (formerly known as Ardent Acquisition Corporation) Board since its inception, and served as Chairman of the Board from inception to November 2010. Mr. Gordon has over 40 years of experience in evaluating aviation industry securities, including membership for 25 years in the Society of Airline Analysts (with 5 years as its president), and over 30 years of experience in the senior management of a mutual fund specializing in the airline, aerospace and technology industries. Mr. Gordon served as executive vice president of American Fund Advisors, Inc. from September 1978 until December 1980, as its president from December 1980 until May 1987 and has been its chairman of the board since May

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1987. American Fund Advisors is a private money management firm that manages money for high net worth individuals, pension and profit sharing plans. Mr. Gordon has been a director of American Fund Advisors since December 1980. From December 1991 to March 2005, he was president, and from December 1991 to December 1993, he was director, of the John Hancock Technology Series, Inc., an investment company. Since September 1999, Mr. Gordon has been President, Chief Executive Officer and a director of BlueStone AFA Management, LLC, the general partner of the AFA Private Equity Fund 1 (formerly BlueStone AFA Fund), a venture capital fund providing equity capital for public and private companies primarily in the technology sector, and since January 2000, he has been a director of the AFA Private Equity Fund. Mr. Gordon had been Chairman of the Board and Chief Executive Officer of North Shore Acquisition Corp., a blank check company formed in June 2007 for the purpose of effecting a business combination with an operating business, since its inception in June 2007 until August 2009. Mr. Gordon has also been chairman of the board and Chief Executive Officer of the New Jersey Cardinals, a Class A affiliate of the St. Louis Cardinals, from February 1990 until April 2006 and the Norwich Navigators, a Class AA affiliate of the San Francisco Giants, from March 1991 until April 2005. He also served as a director of Winfield Capital Corp., an Over The Counter Bulletin Board listed small business investment company, from October 1995 to October 2005. In 1992, Mr. Gordon was awarded Entrepreneur of the Year for Long Island in financial services. Mr. Gordon received a B.B.A. from the University of Miami and an M.B.A. from Hofstra University.

Mr. Gordon’s experience spans 40 years in aviation and technologies securities as an analyst and executive, overseeing investments in the aviation & aerospace sectors. In addition, his extensive experience as a Director for a number of private equity funds provides the Board with key insights on financial and business growth strategies.

Lorne Weil. Mr. Weil was appointed to the Board effective November 1, 2010. Mr. Weil has served as Chairman of the Board of Scientific Games Corp. (NASDAQ: SGMS), a leading supplier of technology-based products and services to the worldwide gaming industry since 1991 and currently as its Chief Executive Officer. Mr. Weil also served as Chief Executive Officer of Scientific Games from April 1992 through December 2008 and President from August 1997 to June 2005. He is also a director of Sportech plc (LSE: SPO.l), a UK-based provider of sportsbetting technology, products and services. He is a member of the Board of Overseers of Columbia Business School, where he is also the Chairman of the Advisory Board of the Entrepreneurship Center. Mr. Weil was also the founder and president of Lorne Weil, Inc., a strategic planning and corporate development advisory firm servicing high-tech industries. Mr. Weil is the managing member of LW Air, LLC. Mr. Weil earned his undergraduate degree at the University of Toronto, an MS from the London School of Economics, and an MBA from Columbia University.

Mr. Weil’s entrepreneurial career, together with his international business director experience allows him to bring to the Board leadership, and skills in strategic analysis and judgment as well as knowledge of international business and political environments.

Recommendation of the Board of Directors

Each director nominee who receives a majority of the votes cast “for” such nominee shall be elected as directors. Only votes cast for or against a nominee will be counted, except that the accompanying proxy card will be voted for all nominees in the absence of instruction to the contrary. Any shares not voted (whether withheld or by abstention, broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the vote.

THE BOARD OF DIRECTORS DEEMS “PROPOSAL NO. 1 — ELECTION OF DIRECTORS” TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

The affairs of Avantair are managed by the Board of Directors, which is comprised of at least a majority of independent directors. Each member of the Board of Directors is elected at the annual meeting of stockholders each year or appointed by the incumbent Board of Directors and serves until the next annual meeting of stockholders or until a successor has been elected or approved.

Current Members of the Board of Directors

The members of the Board of Directors on the date of this Proxy Statement and the committees of the Board of Directors on which they serve, are identified below:

Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Executive Committee
Robert J. Lepofsky				Chair
Steven Santo
A. Clinton Allen		ü	Chair	ü
Stephanie A. Cuskley	ü	ü
Richard B. DeWolfe	Chair		ü	ü
Arthur H. Goldberg	ü	Chair		ü
Barry J. Gordon	ü		ü
Lorne Weil		ü	ü

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Role of the Board of Directors’ Committees

The Board of Directors has standing Audit, Compensation, Nominating and Corporate Governance and Executive Committees.

Audit Committee. The Audit Committee is responsible for assisting Avantair’s Board in fulfilling the oversight responsibilities it has under the law with respect to financial reports and other financial information provided by Avantair to the public, Avantair’s systems of internal controls regarding finance and accounting that management and the Board have established and Avantair’s auditing, accounting and financial reporting processes generally. The current charter of the Audit Committee was revised on September 18, 2008, and is available in the Investors section of Avantair’s website ( www.avantair.com ). A copy of this charter may also be obtained upon request from Avantair’s corporate Secretary. The Audit Committee consists of four directors, Messrs. Goldberg, Gordon, and DeWolfe and Ms. Cuskley each of whom is considered independent within the meaning of SEC regulations and the listing standards of the NASDAQ Global Market. The Company’s Audit Committee includes at least one member who has been determined by the Board of Directors to meet the qualifications of an “Audit Committee financial expert” (as that term is defined in the rules promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002). Mr. DeWolfe and Ms. Cuskley are independent directors who have been determined to be Audit Committee financial experts. Mr. DeWolfe serves as the chairperson of the Audit Committee. The Audit Committee met eight times during the fiscal year ended June 30, 2011.

Compensation Committee. The Compensation Committee reviews, makes recommendations to the board and approves the Company’s compensation policies and all forms of compensation to be provided to the executive officers, including, among other things, annual salaries, bonuses, stock options and other incentive compensation arrangements. In addition, the Compensation Committee administers the Company’s stock plans, including reviewing and granting stock options, with respect to its executive officers, and may from time to time assist the board of directors in administering its stock plans with respect to all of the other employees. The Compensation Committee also reviews and approves other aspects of compensation policies and matters. The current charter of the Compensation Committee was revised on September 18, 2008, and is available in the Investors section of Avantair’s website ( www.avantair.com ). A copy of this charter may also be obtained upon request from Avantair’s Corporate Secretary. All of the members of the Compensation Committee are independent within the meaning of the listing standards of the NASDAQ Global Market. The current members of the Compensation Committee are Messrs. Goldberg, Allen, and Weil, and Ms. Cuskley. Mr. Goldberg serves as chairman of the Compensation Committee. The Compensation Committee met four times during the fiscal year ended June 30, 2011.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of Avantair’s Corporate Governance Charter. In addition, the Nominating and Corporate Governance Committee develops and reviews background information on candidates for the Board of Directors and makes recommendations to the Board of Directors regarding such candidates. The Nominating and Corporate Governance Committee also evaluates and makes recommendations to the Board of Directors in connection with its annual review of director independence. Further, the Nominating and Corporate Governance Committee makes recommendations to the Board of Directors all forms of compensation to be provided to the Board, including annual fees, stock options and other incentive compensation arrangements. The current charter of the Nominating and Corporate Governance Committee is available in the Investors section of Avantair’s website ( www.avantair.com ). A copy of this charter may also be obtained upon request from Avantair’s Corporate Secretary. All of the members of the Nominating and Corporate Governance Committee are independent within the meaning of the listing standards of the NASDAQ Global Market. The members of the Nominating and Corporate Governance Committee are Messrs. Allen, DeWolfe, Gordon and Weil. Mr. Allen serves as chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee met four times during the fiscal year ended June 30, 2011.

Executive Committee.The Executive Committee was formally established on September 8, 2011. The Executive Committee is responsible for review of the Company’s long- term and strategic planning and material business transactions. The members of the Committee work closely with management on a frequent basis to provide guidance and oversight. The Executive Committee is comprised of the Non-Executive Chairman of the Board of Directors, and the Chairmen of each of the respective Committees (Audit, Compensation and Nominating and Governance Committees). The current members are Messrs. Lepofsky, DeWolfe, Goldberg and Allen. Mr. Lepofsky serves as Chairman of the Executive Committee.

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Executive Sessions of the Independent Directors

The Company’s “non-employee” directors (as determined under the listing standards of the Nasdaq Global Market) typically meet at each regularly scheduled meeting of the Board of Directors, in executive session without any management present. No single director has been chosen to preside at all of such meetings. Instead, a director is selected at each such meeting to preside over such meeting. See the section titled “Stockholder Communication with the Board of Directors” for the method for interested parties to make their concerns known to an independent director, or the independent directors as a group.

Selection of Nominees for the Board of Directors

One of the tasks of the Nominating and Corporate Governance Committee is to identify and recruit candidates to serve on the Board of Directors. The Nominating and Corporate Governance Committee is responsible for providing a list of nominees to the Board of Directors for nomination at the annual meeting of stockholders. The Nominating and Corporate Governance Committee will consider nominees for board membership suggested by its members and other Board of Directors members, as well as management and stockholders. The Nominating and Corporate Governance Committee may at its discretion retain a third-party executive search firm to identify potential nominees. The Nominating and Corporate Governance Committee will evaluate a prospective nominee against the standards and qualifications set out in the Nominating and Corporate Governance Committee Charter. The Nominating and Corporate Governance Committee will take into account many factors in evaluating a prospective nominee, including, among other things, having integrity and being accountable, being able to exercise informed judgment, being financially literate and having high performance standards.

The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders. The Nominating and Corporate Governance Committee will give consideration to these recommendations for positions on the Board of Directors where the Nominating and Corporate Governance Committee has not determined to re-nominate a qualified incumbent director. For each annual meeting of stockholders, the Nominating and Corporate Governance Committee will accept for consideration only one recommendation from any stockholder or affiliated group of stockholders. An affiliated group of stockholders means stockholders constituting a group under SEC Regulation 13D. While the Nominating and Corporate Governance Committee has not established a minimum number of shares that a stockholder must own in order to present a nominating recommendation for consideration, or a minimum length of time during which the stockholder must own its shares, the Nominating and Corporate Governance Committee will take into account the size and duration of a recommending stockholder’s ownership interest in Avantair. The Nominating and Corporate Governance Committee will only consider recommendations of nominees who satisfy the minimum qualifications prescribed from time to time by the Nominating and Corporate Governance Committee or the full Board of Directors for board candidates, including that a director must represent the interests of all stockholders and not serve for the purpose of favoring or advancing the interests of any particular stockholder group or other constituency.

All stockholder nominating recommendations must be in writing, addressed to the Nominating and Corporate Governance Committee care of Avantair’s Corporate Secretary at Avantair’s principal headquarters, 4311 General Howard Drive, Clearwater, Florida 33762. Submissions must be made by mail, courier or personal delivery. E-mailed submissions will not be considered. If a recommendation is submitted by a group of two or more stockholders, the information regarding recommending stockholders must be submitted with respect to each stockholder in the group. Acceptance of a recommendation for consideration does not imply that the Nominating and Corporate Governance Committee will nominate the recommended candidate. In addition to proposing nominees for consideration to the Nominating and Corporate Governance Committee, stockholders may also directly propose nominees for consideration at an annual meeting of stockholders. The requirements and procedures to be followed by stockholders for directly nominating directors are discussed above under “Deadline for Receipt of Stockholder Proposals.”

A nominating recommendation must be accompanied by certain information concerning each recommending stockholder, including:

• the name and address, including telephone number, of the recommending stockholder;

• the number of Avantair’s shares owned by the recommending stockholder and the time period for which such shares have been held;

• if the recommending stockholder is not a stockholder of record, a statement from the record holder of the shares (usually a broker or bank) verifying the holdings of the stockholder and a statement from the recommending stockholder of the length of time that the shares have been held (alternatively, the stockholder may furnish a current Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5 filed with the SEC reflecting the holdings of the stockholder, together with a statement of the length of time that the shares have been held); and

• a statement from the stockholder as to whether the stockholder has a good faith intention to continue to hold the reported shares through the date of Avantair’s next annual meeting of stockholders.

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A nominating recommendation must be accompanied by certain information concerning the proposed nominee, including:

• the information required by Item 401 of SEC Regulation S-K (generally providing for disclosure of the name, address, any arrangements or understanding regarding nomination and five-year business experience of the proposed nominee, as well as information regarding certain types of legal proceedings within the past five years involving the nominee);

• the information required by Item 403 of SEC Regulation S-K (generally providing for disclosure regarding the proposed nominee’s ownership of securities of Avantair);

• the information required by Item 404 of SEC Regulation S-K (generally providing for disclosure of transactions between Avantair and the proposed nominee valued in excess of $120,000 and certain other types of business relationships with Avantair);

• a description of the relationships between the proposed nominee and the recommending stockholder and any agreements or understandings between the recommending stockholder and the nominee regarding the nomination;

• a description of all relationships between the proposed nominee and any of Avantair’s competitors, customers, suppliers, labor unions or other persons with special interests regarding Avantair known to the recommending stockholder or director in Avantair’s filings with the SEC;

• a statement supporting the nominating stockholder’s view that the proposed nominee possesses the minimum qualifications prescribed by the Nominating and Corporate Governance Committee for nominees or directors from time to time, and briefly describing the contributions that the nominee would be expected to make to the Board of Directors and to the governance of Avantair;

• a statement as to whether, in the view of the nominating stockholder, the nominee, if elected, would represent all stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other constituency of Avantair; and

• the consent of the proposed nominee to be interviewed by the Nominating and Corporate Governance Committee, if the Nominating and Corporate Governance Committee chooses to do so in its discretion (and the recommending stockholder must furnish the proposed nominee’s contact information for this purpose), and, if nominated and elected, to serve as a director of Avantair.

Voting for Directors

Our Bylaws provide that, if the number of nominees does not exceed the number of directors to be elected, the voting standard for the election of our directors in elections is based on a majority voting standard. We have nominated eight directors for election at the Annual Meeting, and because we did not receive advance notice under our Bylaws of any stockholder nominees for directors, the 2011 election of directors is an uncontested election and each director receiving a majority of the votes cast for the election of directors at which a quorum is present will be elected.

Determinations of Director Independence

For a director to be considered independent, the Board of Directors must determine that the director does not have any material relationship with Avantair that falls within the eight categories below. The Board of Directors reviews these categories to assist it in determining director independence, which conform to or are more exacting than the independence requirements in the NASDAQ Global Market listing standards. As required by the NASDAQ Global Market listing standards, the Board of Directors will consider all material relevant facts and circumstances known to it in making an independence determination, both from the standpoint of the director and from that of persons or organizations with which the director has an affiliation. As a result of this review, the Board of Directors determined that the following six directors will be independent as of the date of the Annual Meeting: Barry J. Gordon, Arthur H. Goldberg, Stephanie A. Cuskley, A. Clinton Allen, Robert J. Lepofsky and Richard B. DeWolfe.

A director will not be independent if the director falls within one of the following categories as determined by the Board of Directors or a committee thereof based on facts known to it in light of the meanings ascribed to those categories under applicable NASDAQ Global Market guidance, where applicable, and otherwise by the Board of Directors or a committee thereof within its discretion (determinations are based upon relationships during the 36 months preceding the determination):

• the director is employed by Avantair, or an immediate family member is an executive officer of Avantair;

• the director receives more than $120,000 per year in direct compensation from Avantair, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

• an immediate family member of the director is employed by Avantair and receives more than $120,000 per year in direct compensation from Avantair;

• the director is affiliated with or employed by Avantair’s independent auditor, or an immediate family member is affiliated with or employed in a professional capacity by Avantair’s independent auditor;

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• an Avantair executive is on the compensation committee of the Board of Directors of a company which employs an Avantair director, or an immediate family member of that Avantair director, as an executive officer;

• the director is an executive officer or employee, or if an immediate family member is an executive officer, of another company that does business with Avantair and the sales by that company to Avantair or purchases by that company from Avantair, in any single fiscal year during the evaluation period, are more than the greater of two percent of the annual revenues of that company or $1 million;

• the director is an executive officer or employee, or an immediate family member is an executive officer, of another company which is indebted for borrowed money to Avantair, or to which Avantair is indebted for borrowed money, and the total amount of either of such company’s indebtedness to the other at the end of the last completed fiscal year is more than two percent of the other company’s total consolidated assets; or

• the director serves as an officer, director or trustee of a charitable organization, and Avantair’s discretionary charitable contributions to the organization are more than two percent of that organization’s total annual charitable receipts during its last completed fiscal year.

Our Board of Directors has made a subjective determination as to each independent director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and our management.

Board of Directors Meetings during Fiscal 2011

The Board of Directors held a total of seven meetings during the fiscal year ended June 30, 2011. All directors attended 75.0% or more of the aggregate number of Board of Directors meetings and committee meetings. The Chairman of the Board presides over all meetings of the Board of Directors.

Policy Regarding Attendance at Annual Meeting of Stockholders

Avantair encourages all directors to endeavor to attend all annual stockholders meetings, absent unanticipated personal or professional obligations which preclude them from doing so. The majority of Avantair’s directors attended the 2011 Annual Meeting.

Stockholder Communication with the Board of Directors

The board of directors will give appropriate attention to written communications on issues that are submitted by stockholders and other interested parties, and will respond if and as appropriate. The chairman of the nominating and corporate governance committee will be primarily responsible for monitoring communications from stockholders and other interested parties and will provide copies or summaries of such communications to the other directors as he considers appropriate.

Communications will be forwarded to all directors if they relate to substantive matters and include suggestions or comments that the chairman of the nominating and corporate governance committee considers to be important for the directors to know.

Stockholders and other interested parties who wish to send communications on any topic to the Board of Directors should address such communications to chairperson of the nominating and corporate governance committee at the address provided on the first page of this proxy statement.

Code of Conduct and Professional Ethics

The Company’s Board of Directors has adopted a code of conduct and professional ethics that applies to all of its directors, employees and officers, including its principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The full text of the Company’s code of conduct and professional ethics is posted on its website at www.avantair.com under the Corporate Governance section. The Company intends to disclose future amendments, if any, to certain provisions of its code of conduct and professional ethics, or waivers of such provisions, applicable to its directors and executive officers, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, at the same location on its website identified above and also in a Current Report on Form 8-K within four business days following the date of such amendment or waiver.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Avantair’s executive officers and directors, and persons who beneficially own more than ten percent of its common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and beneficial owners of more than ten percent of the Company’s common stock are required by the SEC to furnish the Company with copies of all Section 16(a) forms they file.

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Based upon a review of the forms furnished to Avantair and written representations from its executive officers and directors, the Company believes that during fiscal 2011 all Section 16(a) filing requirements applicable to its executive officers, directors and beneficial owners of more than ten percent of its common stock were complied with.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee of the Board of Directors was an officer or employee of Avantair during the fiscal year ended June 30, 2011 or was formerly an officer or employee. In addition, none of Avantair’s executive officers served as a member of another entity’s board of directors or as a member of the Compensation Committee of another entity (or other board committee performing equivalent functions) during the fiscal year June 30, 2011. There are no Compensation Committee interlocks and no insider participation in compensation decisions that are required to be reported under the rules and regulations of the Exchange Act during the fiscal year ended June 30, 2011.

Directors’ Compensation

Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board of Directors approved an annual compensation arrangement for the Company’s non-employee directors effective February 23, 2007, which remains in effect. Further, upon recommendation of the Nominating and Corporate Governance Committee, the full Board of Directors approved additional compensation arrangements for the Company’s Non-Executive Chairman, as well as the Company’s Committee Chairmen, effective January 12, 2011. Such arrangements are comprised as follows:

Annual Fee.Each director, other than those directors serving as employees, receives an annual cash retainer in the amount of $40,000, paid quarterly in arrears. Each director has the option to receive, in whole or in part, such amount in cash or hours flown in Company aircraft. The hours flown in Company aircraft will be valued at estimated fair market value. The non-Executive Chairman, Mr. Lepofsky, receives an additional $32,000 in annual compensation, which is received in hours flown in Company aircraft.

Audit Committee Chair. The chair of the Audit Committee, Mr. DeWolfe, receives an additional $24,000 in annual compensation, which is received in hours flown in Company aircraft.

Compensation Committee Chair. The chair of the Compensation Committee, Mr. Goldberg, receives an additional $16,000 in annual compensation, which is received in hours flown in Company aircraft.

Nominating and Corporate Governance Committee Chair. The chair of the Nominating and Corporate Governance Committee, Mr. Allen, receives an additional $16,000 in annual compensation, which is received in hours flown in Company aircraft.

In January 2011, Avantair granted 10,000 shares of restricted stock to each of the seven non-employee directors on the Company’s Board of Directors. The restricted stock granted to the director’s vest one third upon each of the next three successive annual meetings, subject to the director’s continued service on the Board of Directors at that time.

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The following director compensation table shows the compensation paid in the fiscal year ended June 30, 2011 to the Company’s non-employee directors:

Director Compensation Table

Name	Fees Earned or Paid in Cash (1)		Restricted Stock Awards (2)(3)		Stock Options (2)(3)		All Other Compensation		Total
Robert J. Lepofsky	$	61,333	$	23,500	$	—	$	—	$	84,833
A. Clinton Allen		48,933		23,500		—		—		72,433
Stephanie A. Cuskley		48,833		23,500		—		—		72,333
Richard B. DeWolfe		53,400		23,500		—		—		76,900
Arthur H. Goldberg		48,933		23,500		—		—		72,433
Barry J. Gordon		51,667		23,500		—		—		75,167
Lorne Weil		26,667		23,500		—		—		50,167

(1) The fees earned by the directors may be paid, at the director’s option, in cash and/or in hours flown in Company aircraft at estimated fair market value per hour. Messrs. Allen, Goldberg, Lepofsky, DeWolfe and Weil have chosen to be paid in hours flown in company aircraft. Mr. Gordon and Ms. Cuskley have chosen to be paid in cash.

(2) The amounts reported in this column reflect the grant date fair value of the stock awards computed in accordance with Financial Accounting Standards Board (FASB) ASC 718, “Stock Compensation.” The assumptions used in the calculation of these amounts are included in Note 13 to the Company’s consolidated financial statements for the fiscal year ended June 30, 2011.

(3) As of June 30, 2011, the following stock options and stock awards held by our non-employee directors were outstanding:

Name	Outstanding Unvested Stock Awards (#)		Unexercised Stock Options (#)
Robert J. Lepofsky		13,000		30,000
A. Clinton Allen		13,000		30,000
Stephanie A. Cuskley		13,000		30,000
Richard B. DeWolfe		13,000		—
Arthur H. Goldberg		13,000		30,000
Barry J. Gordon		13,000		30,000
Lorne Weil		10,000		—

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee has selected J.H. Cohn, LLP as the Company’s independent auditors for the fiscal year ending June 30, 2012, and has further directed that the selection of independent auditors be submitted for ratification by stockholders at the annual meeting. Stockholder ratification of the selection of J.H. Cohn, LLP as the Company’s independent auditors is not required by the Company’s Bylaws or otherwise. However, the selection of J.H. Cohn, LLP is being submitted to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board of Directors will reconsider whether or not to retain that firm. Even if the selection were ratified, the Audit Committee of the Board of Directors at its discretion may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

J.H. Cohn, LLP has audited the Company’s financial statements since August 1, 2006. A representative of the firm of J.H. Cohn, LLP is expected to be available telephonically at the annual meeting and will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

AUDIT COMMITTEE REPORT

Avantair, Inc.’s Audit Committee serves to assist Avantair’s Board in fulfilling the oversight responsibilities it has under the law with respect to financial reports and other financial information provided by Avantair to the public, Avantair’s systems of internal controls regarding finance and accounting that management and the Board have established and Avantair’s auditing, accounting and financial reporting processes generally.

The Audit Committee is comprised solely of independent directors, as defined in the listing standards of the NASDAQ Global Market, as well as other statutory, regulatory and other requirements applicable to Avantair.

The Audit Committee operates under a written charter adopted by the Board, a copy of which is available in the Investor Relations section of Avantair’s website (www.avantair.com). The Audit Committee annually reviews and assesses the adequacy of its charter in order to insure early or timely compliance with statutory, regulatory, listing and other requirements applicable to Avantair.

Avantair’s management has primary responsibility for the preparation, presentation and integrity of Avantair’s financial statements and its financial reporting process, including internal control over financial reporting. Avantair’s independent registered public accounting firm, J.H. Cohn, LLP, is responsible for expressing an opinion on the conformity of Avantair’s financial statements with accounting principles generally accepted in the United States. The Audit Committee members are not professional accountants or auditors and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm.

The Audit Committee has the authority and responsibility to select, evaluate and, when appropriate, replace the independent registered public accounting firm. The Audit Committee also has periodic discussions with management and the independent registered public accounting firm with regard to the quality and adequacy of Avantair’s internal controls. Management’s and the independent registered public accounting firm’s presentations to, and discussions with, the Audit Committee also cover various topics and events that may have significant financial impact or are the subject of discussions between management and the independent registered public accounting firm.

In this context, the Audit Committee reports as follows:

1. The Audit Committee has reviewed and discussed the audited financial statements with Avantair’s management and J.H. Cohn, LLP.

2. The Audit Committee has discussed with J.H. Cohn, LLP the matters required to be discussed per Codification of Statements on Auditing Standards, AU §380.

3. The Audit Committee has received and reviewed the written disclosures and the letter from J.H. Cohn, LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with J.H. Cohn, LLP its independence from Avantair.

4. Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to Avantair’s Board, and the Board has approved, that the audited financial statements be included in Avantair’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011, for filing with the Securities and Exchange Commission. The Audit Committee has also appointed J.H. Cohn, LLP as Avantair’s independent registered public accounting firm for the fiscal year ending June 30, 2012.

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Submitted by the audit committee:

Richard B. DeWolfe, Chair

Stephanie A. Cuskley

Arthur H. Goldberg

Barry J. Gordon

The information contained in the above Audit Committee Report shall not be deemed “soliciting material” or “filed” with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into such filings.

Principal Accounting Fees and Services

The following table presents fees for professional audit services rendered by J.H. Cohn, LLP for the audit of Avantair’s annual financial statements for the fiscal years ended June 30, 2011 and June 30, 2010, and fees billed for other services rendered by J.H. Cohn, LLP during those periods.

Fee Category	Fiscal 2011 Fees		Fiscal 2010 Fees
Audit Fees	$	325,000	$	284,500
Audit-Related Fees		35,000		101,500
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	360,000	$	386,000

Audit Fees. Consists of fees billed for professional services rendered for the audit of Avantair’s consolidated financial statements, and review of the interim financial statements included in quarterly reports and services that are normally provided by J.H. Cohn, LLP in connection with statutory and regulatory filings or engagements.

Audit-Related Fees. Consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements in connection with regulatory filings and fees in connection with the audit of the Employee Benefit Plan and are not reported under “Audit Fees.”

Tax Fees. Avantair did not incur any additional fees under this category.

All Other Fees. Avantair did not incur any additional fees under this category.

Policy on Audit Committee Pre-Approval of Audit, Audit-Related and Permissible Non-Audit Services of the Independent Registered Public Accountants

The Audit Committee’s policy is to pre-approve all audit, audit-related and permissible non-audit services provided by the independent registered public accountants in order to assure that the provision of such services does not impair the auditor’s independence. 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. Management is required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accountants in accordance with this pre-approval, and the fees for the services performed to date. During the fiscal year ended June 30, 2011, all services were pre-approved by the Audit Committee in accordance with this policy.

Recommendation of the Board of Directors

The affirmative vote of holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote is required for the adoption of this proposal. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. An abstention from voting by a stockholder present in person or by proxy at the meeting has the same legal effect as a vote “Against” the matter because it represents a share present or represented at the meeting and entitled to vote, thereby increasing the number of affirmative votes required to approve this proposal.

THE BOARD OF DIRECTORS DEEMS “PROPOSAL NO. 2 — RATIFICATION OF INDEPENDENT AUDITORS” TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE “FOR” APPROVAL OF THIS PROPOSAL.

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PROPOSAL NO. 3

AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE DISCRETION

TO THE BOARD OF DIRECTORS TO EFFECT A REVERSE STOCK SPLIT

At the Company’s last annual meeting of stockholders held on January 19, 2011, our stockholders approved a proposal to authorize (but not require) the Company’s Board of Directors to select and file one of several possible amendments to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of all issued and outstanding shares of the Company’s common stock at a stock split ratio of between 1-for-2 and 1-for-5, as determined by the Board in its discretion, and to effect a corresponding proportionate reduction in the total number of authorized shares of the Company’s common stock in connection with the reverse stock split at any time prior to November 3, 2011, the annual meeting to which this proxy statement relates. To date, we have not effected such a reverse stock split.

Our Board of Directors proposes that our stockholders again approve the reverse stock split within the same parameters previously approved by our stockholders, except that the Board’s authorization to undertake such a reverse stock split will be extended to the Company’s next annual meeting of stockholders. Accordingly, on September 8, 2011, the Board of Directors unanimously adopted and is now re-submitting for stockholder approval an amendment to the Company’s Amended and Restated Certificate of Incorporation to authorize the Board of Directors to, at its discretion, until the next Annual Meeting of Stockholders, (1) effect a reverse stock split at a reverse split ratio of between 1-for-2 and 1-for-5, which ratio will be selected by the Board of Directors following stockholder approval and prior to the time of filing of a Certificate of Amendment with the Delaware Secretary of State, and (2) decrease the total number of authorized shares of the Company’s common stock on a basis proportional to the reverse split ratio approved by the Board of Directors. The form of the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to effect the reverse stock split is attached to this Proxy Statement as Annex A and is in substantially the form of the certificate of amendment previously approved by our stockholders. The Company believes that the availability of a range of reverse split ratios will provide it with the flexibility to implement the reverse stock split in a manner designed to maximize the anticipated benefits for the Company and its stockholders. The reverse stock split will affect all of the Company’s stockholders uniformly and will not affect any stockholder’s percentage ownership interests except to the extent that the reverse stock split would result in any of the Company’s stockholders receiving cash in lieu of fractional shares. As described below, stockholders otherwise entitled to fractional shares as a result of the reverse stock split will receive cash payments in lieu of such fractional shares. In determining which reverse stock split ratio to implement, if any, following the receipt of stockholder approval, the Board of Directors may consider, among other things, factors such as:

• the historical trading price and trading volume of the common stock;

• the then prevailing trading price and trading volume of the common stock and the anticipated impact of the reverse stock split on the trading market for the common stock;

• the Company’s ability to obtain and continue its listing on the NASDAQ;

• which reverse split ratio would result in the greatest overall reduction in the Company’s administrative costs; and

• prevailing general market and economic conditions.

Reasons for the Reverse Stock Split

The Board of Directors believes that stockholders should authorize the reverse split for the following reasons:

• Compliance with NASDAQ Listing Standards.The Company’s common stock is traded on the Over-The-Counter Bulletin Board under the symbol “AAIR”. The Company desires to have its stock traded on the NASDAQ Capital Market but is not eligible because its average per share closing price was less than $4.00. Pursuant to the terms of a Securities Purchase and Exchange Agreement we entered into in October 16, 2009 with certain investors, we agreed to use its commercially reasonable best efforts to qualify for the listing of the outstanding common stock on the NASDAQ Capital Market as promptly as practicable. The Board of Directors believes that the plan to pursue a reverse stock split will increase our stock price and the Company will be able to obtain a listing of its common stock on the NASDAQ Capital Market, assuming the other listing requirements of the NASDAQ Capital Market are met. The Company intends to effect listing on the NASDAQ Capital Market as soon as practicable after it satisfies all such listing requirements. However, the Company cannot provide assurance that a reverse stock split will increase the trading price of its common stock. Even if a reverse stock split is completed, the Company may be unable to qualify its common stock for listing on the NASDAQ Capital Market, or to maintain such a listing if initially qualified.

• Increase in Eligible Investors.A reverse stock split would allow a broader range of institutions and other investors in the Company’s common stock, such as funds that are prohibited from buying stocks whose price is below a certain threshold, potentially increasing trading volume and liquidity. Many institutional investors will not invest in Over-The-Counter Bulletin Board companies and those that do will expect the Company to be moving toward an upgraded listing as a pre-requisite to investment in the Company.

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• Increased Broker Interest.A reverse stock split would help increase broker interest in the Company’s common stock as their policies can discourage them from recommending companies with lower stock prices. Because of the trading volatility often associated with lower-priced stocks, many brokerage houses and institutional investors have adopted internal policies and practices that either prohibit or discourage them from investing in such stocks or recommending them to their customers. Some of those policies and practices may also function to make the processing of trades in lower-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on transactions in lower-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of the Company’s common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the stock price were substantially higher.

• Decreased Stock Price Volatility.The Board of Directors believes that the increase in the stock price that it expects to result from the reverse stock split could decrease price volatility, as small changes in the price of the Company’s common stock currently result in relatively large percentage changes in the stock price.

The Board of Directors is not requesting approval of the reverse stock split in connection with a “going-private transaction” within the meaning of Rule 13e-3 of the Exchange Act. There is no plan or contemplated plan by the Company to take itself private at the date of this proxy statement.

Possible Disadvantages of the Reverse Stock Split

The following are possible disadvantages of a reverse stock split: 

The reverse stock split may not increase the price of the Company’s common stock.Although the Board of Directors expects that a reverse stock split will result in an increase in the price of the Company’s common stock, the effect of a reverse stock split cannot be predicted with certainty. Other factors, such as the Company’s financial results, market conditions and the market perception of the Company’s business may adversely affect the stock price. As a result, there can be no assurance that the reverse stock split, if completed, will result in the intended benefits described above, that the stock price will increase following the reverse stock split or that the stock price will not decrease in the future.

The reverse stock split may decrease the trading market for the Company’s common stock.Because the reverse stock split will reduce the number of shares of common stock available in the public market, the trading market for the Company’s common stock may be harmed, particularly if the stock price does not increase as a result of the reverse stock split.

The reverse stock split may leave certain stockholders with “odd lots.”The reverse stock split may result in some stockholders owning “odd lots” of fewer than 100 shares of the common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

The reverse stock split may not generate increased investor interest. The reverse stock split may not result in a per-share price that will attract a broader range of institutions and other investors in our common stock. Investor interest in our common stock will also be based on our economic performance and other factors, which are unrelated to the number of shares of common stock outstanding.

Effects of the Reverse Stock Split

General

If the reverse stock split is approved and implemented, the principal effects will be to decrease the number of outstanding shares of the Company’s common stock based on the reverse stock split ratio selected by the Board of Directors and to proportionately decrease the number of authorized shares of the common stock.

The reverse stock split will not affect the registration of the common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following a reverse stock split, the Company intends to apply for a listing on the NASDAQ Capital Market, assuming the other listing requirements of the NASDAQ Capital Market are met.

Proportionate voting rights and other rights of the holders of the common stock will not be affected by the reverse stock split, other than as a result of the treatment of fractional shares as described below. Except for stockholders who are cashed out as a result of holding fractional shares and the adjustments that may result from the treatment of fractional shares discussed below, the number of stockholders of record will not be affected by the reverse stock split and each stockholder will hold the same percentage of common stock immediately following the reverse stock split as such stockholder held immediately prior to the reverse stock split.

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As of June 30, 2011, approximately 26,418,246 million shares of common stock were issued and outstanding, options to purchase 951,100 shares of common stock outstanding and warrants to purchase 2,811,507 shares of common stock outstanding. The below tables summarizes, for illustrative purposes only, assuming certain exchange ratios within the 1-for-2 to 1-for-5 ratio, the total outstanding common stock and common stock equivalents before and after the proposed reverse stock split (without giving effect to the treatment of fractional shares discussed below).

	Common Stock Equivalents Outstanding Prior to a Reverse Stock					Common Stock or Common Stock Equivalents Outstanding Assuming  Certain Exchange Ratios
			Percent of Total			1-for-2		1-for-3		1-for-4		1-for-5
Common Stock Outstanding		26,418,246		87.53	%		13,209,123		8,806,082		6,604,562		5,283,649
Common Stock Options Outstanding		951,100		3.15	%		475,550		317,033		237,775		190,220
Common Stock Warrants Outstanding		2,811,507		9.32	%		1,405,754		937,169		702,877		562,301
Total Common Stock and Common Stock Equivalents Outstanding		30,180,853		100.0	%		15,090,427		10,060,284		7,545,214		6,036,170

Effectiveness of Reverse Stock Split

A reverse stock split would become effective upon the filing and effectiveness (the “Effective Time”) of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. It is expected that this filing will take place promptly following a determination by the Board of Directors to, at its discretion, effect a reverse stock split, assuming the stockholders approve the amendment. However, the exact timing of the filing of the amendment will be determined by the Board of Directors based on its evaluation as to when and if such action will be the most advantageous to the Company and its stockholders. If the Board fails to implement the reverse stock split by the next Annual Meeting of the Shareholders, stockholder approval would be required again prior to implementing any reverse stock split. The Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the reverse stock split if, at any time prior to filing the Certificate of Amendment, the Board, in its sole discretion, determines that it is no longer in the Company’s best interests and the best interests of its stockholders to proceed with the reverse stock split. 

Effect on the Company’s Stock Plans

As of June 30, 2011, the Company had options to purchase 951,100 shares of common stock outstanding, and 2,069,066 shares of common stock available for future awards under its 2006 Long-Term Stock Incentive Plan. Under this plan, the number of shares reserved and available for issuance and the number, exercise price, grant price or purchase price of shares subject to outstanding options will be proportionately adjusted based on the reverse split ratio selected by the Board of Directors if the reverse stock split is affected. As a result, using the above data as of June 30, 2011 and assuming for illustrative purposes only that a 1-for-2 reverse stock split is effected and approved by our stockholders, the number of shares issuable upon exercise or vesting of outstanding options would be adjusted from 951,100 to 475,550 and the number of shares of common stock available for future awards under its 2006 Long-Term Stock Incentive Plan would be adjusted from 2.1 million to 1.0 million. For individual holders, the number of shares subject to outstanding options would be reduced by a factor of 2 and, in the case of outstanding stock options, the exercise price per share would be increased by a multiple of 2, such that upon an exercise, the aggregate exercise price payable by the optionee to the Company would remain the same. For example, an outstanding stock option for 5,000 shares of common stock, exercisable at $1.00 per share, would be adjusted as a result of a 1-for-2 split ratio into an option exercisable for 2,500 shares of common stock at an exercise price of $2.00 per share.

Effect on Authorized but Unissued Shares of Common Stock

Currently, the Company is authorized to issue up to a total of 76.0 million shares, comprising 75.0 million shares of common stock and 1.0 million shares of preferred stock. Concurrently with the reverse stock split, the Company intends to decrease its authorized shares of common stock by the same ratio as the reverse stock split (rounded to the nearest whole number). For example, assuming for illustrative purposes only a 1-for-2 reverse stock split, the number of authorized shares of common stock would be decreased to 37.5 million. The number of authorized shares of preferred stock will not change.

Fractional Shares

The Company does not currently intend to issue fractional shares in connection with the reverse stock split. Stockholders who would otherwise hold fractional shares because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio ultimately selected by the Board of Directors will receive cash (without interest) in lieu of such

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fractional shares in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Company’s transfer agent of all fractional shares otherwise issuable. Stockholders who own their shares in certificate form will receive such cash payment in lieu of fractional shares following the surrender of their pre-split certificates for post-split shares. The ownership of a fractional share interest will not give the holder any voting, dividend or other rights, except to receive the above-described cash payment. The Company will be responsible for any brokerage fees or commissions related to the transfer agent’s selling in the open market shares that would otherwise be fractional shares.

Stockholders should be aware that, under the escheat laws of various jurisdictions, sums due for fractional interests that are not timely claimed after the Effective Time may be required to be paid to the designated agent for each such jurisdiction, unless correspondence has been received by the Company or the transfer agent concerning ownership of such funds within the time permitted in such jurisdiction. Thereafter, if applicable, stockholders otherwise entitled to receive such funds, but who do not receive them, will have to seek to obtain such funds directly from the state to which they were paid.

Effect on Par Value

The proposed amendments to the Company’s Amended and Restated Certificate of Incorporation will not affect the par value of the common stock, which will remain at $.0001 per share.

Reduction in Stated Capital

As a result of the reverse stock split, upon the Effective Time, the stated capital on the Company’s balance sheet attributable to the common stock, which consists of the par value per share of the common stock multiplied by the aggregate number of shares of the common stock issued and outstanding, will be reduced in proportion to the size of the reverse stock split. Correspondingly, the Company’s additional paid-in capital account, which consists of the difference between the Company’s stated capital and the aggregate amount paid to the Company upon issuance of all currently outstanding shares of the common stock, will be credited with the amount by which the stated capital is reduced. The Company’s stockholders’ equity, in the aggregate, will remain unchanged.

Effect on Registered and Beneficial Holders

If the reverse stock split is effected, the Company intends to treat beneficial holders (i.e., stockholders who hold their shares in “street name” through a bank, broker or other nominee) in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding shares in “street name”. However, these banks, brokers or other nominees may have their own procedures for processing the reverse stock split. Stockholders who hold shares with a bank, broker or other nominee and have questions in this regard are encouraged to contact their bank, broker or other nominee.

Effect on Registered Book-Entry Holders

The Company’s registered stockholders may hold some or all of their shares electronically in book-entry form under the direct registration system for securities. These stockholders will not have stock certificates evidencing their ownership of the Company’s common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

• If you hold shares in a book-entry form, you do not need to take any action to receive your post-split shares or your cash payment in lieu of any fractional share interest, if applicable. If you are entitled to post-split shares, a transaction statement will automatically be sent to your address of record indicating the number of shares you hold.

• If you are entitled to a payment in lieu of any fractional share interest, a check will be mailed to you at your registered address as soon as practicable after the Company’s transfer agent completes the aggregation and sale described above in “Fractional Shares”. By signing and cashing this check, you will warrant that you owned the shares for which you received a cash payment.

Effect on holders of Registered Certificated Shares

Some registered stockholders hold their shares of The Company common stock in certificate form or a combination of certificate and book-entry form. If any of your shares are held in certificate form, you will receive a transmittal letter from the Company’s transfer agent as soon as practicable after the effective date of the reverse stock split. The transmittal letter will contain instructions on how to surrender your certificate(s) representing your pre-split shares to the transfer agent. Upon receipt of your properly completed and executed letter of transmittal and your stock certificate(s), you will be issued the appropriate number of shares electronically in book-entry form under the direct registration system. This means that, instead of receiving a new stock certificate, you will receive a direct registration statement that indicates the number of post-split shares you own in book-entry form. At any time after receipt of your direct registration statement, you may request a stock certificate representing your post-split ownership interest. If you are entitled to a payment in lieu of any fractional share interest, payment will be made as described above under “Fractional Shares.” No new shares in book-entry form will be issued and no payment in lieu of any fractional share interest will be made to you

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until you surrender your outstanding certificate(s), together with the properly completed and executed letter of transmittal, to the transfer agent. YOU SHOULD NOT SEND YOUR CERTIFICATES NOW. YOU SHOULD SEND THEM ONLY AFTER YOU RECEIVE THE LETTER OF TRANSMITTAL FROM THE TRANSFER AGENT.

No Appraisal Rights

Under the Delaware General Corporation Law, the Company’s stockholders are not entitled to dissenter’s rights or appraisal rights with respect to the reverse stock split described in this proposal.

Certain Federal Income Tax Consequences of the Reverse Stock Split

The following is a general summary of certain U.S. federal income tax consequences of the reverse stock split that may be relevant to stockholders. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), Treasury regulations promulgated thereunder, published administrative rulings and judicial decisions as of the date hereof, all of which may change, possibly with retroactive effect, resulting in U.S. federal income tax consequences that may differ from those discussed below. This summary does not purport to be complete and does not address all aspects of federal income taxation that may be relevant to stockholders in light of their particular circumstances or to stockholders that may be subject to special tax rules, including, without limitation: (i) stockholders subject to the alternative minimum tax; (ii) banks, insurance companies, or other financial institutions; (iii) tax-exempt organizations; (iv) dealers in securities or commodities; (v) regulated investment companies or real estate investment trusts; (vi) partnerships (or other flow-through entities for U.S. federal income tax purposes and their partners or members); (vii) traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; (viii) foreign stockholders or U.S. stockholders whose “functional currency” is not the U.S. dollar; (ix) persons holding the common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; (x) persons who acquire shares of the common stock in connection with employment or other performance of services; (xi) dealers and other stockholders that do not own their shares of common stock as capital assets; or (xii) U.S. expatriates. In addition, this summary does not address the tax consequences arising under the laws of any foreign, state or local jurisdiction and U.S. federal tax consequences other than federal income taxation. If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of the common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. The Company has not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service (“IRS”) regarding the United States federal income tax consequences of the reverse stock split and there can be no assurance the IRS will not challenge the statements and conclusions set forth below or that a court would not sustain any such challenge. EACH STOCKHOLDER SHOULD CONSULT SUCH HOLDER’S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH STOCKHOLDER.

The reverse stock split should constitute a “recapitalization” for U.S. federal income tax purposes. As a result, a stockholder generally should not recognize gain or loss upon the reverse stock split, except with respect to cash received in lieu of a fractional share of the common stock, as discussed below. A stockholder’s aggregate tax basis in the shares of the common stock received pursuant to the reverse stock split should equal the aggregate tax basis of the shares of the common stock surrendered (excluding any portion of such basis that is allocated to any fractional share of the common stock), and such stockholder’s holding period (i.e., acquired date) in the shares of the common stock received should include the holding period in the shares of the common stock surrendered. Treasury regulations promulgated under the Internal Revenue Code provide detailed rules for allocating the tax basis and holding period of the shares of the common stock surrendered to the shares of the common stock received pursuant to the reverse stock split. Stockholders who acquired their shares of common stock on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

A stockholder who receives cash in lieu of a fractional share of the common stock pursuant to the reverse stock split generally should recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the holder’s tax basis in the shares of the common stock surrendered that is allocated to such fractional share of the common stock. Such capital gain or loss should be long term capital gain or loss if the holder’s holding period for the common stock surrendered exceeded one year at the Effective Time.

Information Reporting and Backup Withholding.Information returns generally will be required to be filed with the IRS with respect to the receipt of cash in lieu of a fractional share of the common stock pursuant to the reverse stock split. In addition, stockholders may be subject to a backup withholding tax (at the current applicable rate of 28%) on the payment of such cash if they do not provide their taxpayer identification numbers in the manner required or otherwise fail to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the stockholder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS.

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Recommendation of the Board of Directors

The affirmative vote of holders of a majority of the outstanding shares of our common stock entitled to vote (whether or not present) is required for the adoption of this proposal. If you hold your shares through a broker, bank or other nominee and you do not instruct them on how to vote on this proposal your broker will not have authority to vote your shares. Broker non-votes and abstentions from voting by a stockholder present in person or by proxy at the meeting will have the same legal effect as a vote “Against” the matter because they represent outstanding shares entitled to vote.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE THE BOARD OF DIRECTORS TO, AT ITS DISCRETION, UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS,(1) EFFECT A REVERSE STOCK SPLIT AT A REVERSE SPLIT RATIO OF BETWEEN 1-FOR-2 AND 1-FOR-5, WHICH RATIO WILL BE SELECTED BY THE BOARD OF DIRECTORS PRIOR TO THE TIME OF FILING OF A CERTIFICATE OF AMENDMENT WITH THE DELAWARE SECRETARY OF STATE, AND (2) DECREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK ON A BASIS PROPORTIONAL TO THE REVERSE SPLIT RATIO APPROVED BY THE BOARD OF DIRECTORS.

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PROPOSAL NO. 4

TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL

MEETING, INCLUDING ANY ADJOURNMENT THEREOF

The Board does not know of any matter for action by stockholders at the 2011 Annual Meeting other than Proposals 1 through 3. The enclosed proxy card, however, will confer discretionary authority to the persons named in the proxy card (Allison Roberto and Tom Palmiero, or either of them) with respect to matters which are unknown at the date of printing this proxy statement and which may properly come before the meeting (including any adjournment thereof). Ms. Roberto and Mr. Palmiero intend to vote on any such matter in accordance with their judgment on such matter.

Recommendation of the Board of Directors

The Board of Directors believes that it is in Avantair’s best interests to authorize Ms. Roberto and Mr. Palmiero to vote on any matters which are unknown at the date of printing this proxy statement and which may properly come before the 2011 Annual Meeting (including any adjournment thereof).

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OTHER INFORMATION

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of common stock of Avantair as of the Measurement Date by: (i) each of Avantair’s directors and nominees for director; (ii) each of the Named Executive Officers listed in the Summary Compensation Table below; (iii) all current directors and executive officers of Avantair as a group and (iv) each person known by Avantair to own beneficially more than five percent of the outstanding shares of its common stock. The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares as to which the individual has the right to acquire beneficial ownership of such shares within 60 days of the Measurement Date through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned. A total of 26,422,845 shares of Avantair’s common stock were issued and outstanding as of the Measurement Date.

Name and Address of Beneficial Owner(1)	Beneficial Ownership			Percent of Class
Kevin Beitzel		66,171	(2)(3)		*
Richard A. Pytak Jr.		76,230	(3)(4)		*
Steven Santo		1,781,258	(3)(5)		6.7	%
A. Clinton Allen(6)		260,474	(7)(8)(9)		*
Stephanie A. Cuskley(10)		89,000	(8)(9)		*
Richard B. DeWolfe(11)		156,263	(12)(9)		*
Arthur H. Goldberg(13)		259,000	(8)(9)		*
Barry J. Gordon(14)		688,439	(8)(9)		2.6	%
Robert J. Lepofsky(15)		59,000	(8)(9)		*
David M. Greenhouse(16)(17)		6,740,791			25.5	%
Austin W. Marxe(16)(17)		6,315,791			23.9	%
Jonathan Auerbach(18)		3,977,714			15.1	%
Paul J. Solit(19)		2,194,476			8.3	%
Lorne Weil(20)		2,383,620	(21)(9)		9.0	%
Paul Sonkin(22)		2,175,554	(23)		8.2	%
Gilder, Gagnon, & Howe & Co. LLC(24)		3,429,324			13.0	%
Allison Roberto		1,618,650	(25)		6.1	%
All directors and executive officers as a group (11 individuals)(26)		6,274,455			23.8	%

* Less than 1%

(1) Unless otherwise noted, the business address of each of the following is c/o Avantair, 4311 General Howard Drive, Clearwater FL 33762.

(2) Includes 10,000 shares of restricted stock granted to Mr. Beitzel which one third vested on May 18, 2008 and one-twelfth of the shares vest every three months thereafter. Includes 15,000 shares of restricted stock were granted to Mr. Beitzel on June 30, 2008 which one third vested on June 30, 2009 and one-twelfth of the shares vest every three months thereafter. In addition, 25,000 stock options granted pursuant to the Company’s Long-Term Incentive Plan. One-third of the options vest on October 1, 2011, and one-twelfth of the shares vest every three months thereafter.

(3) Includes 25,000 shares of restricted stock granted on October 1, 2009 pursuant to the Company’s Long-Term Incentive Plan. One-third of the shares vest on October 1, 2010 and one-twelfth of the shares vest every three months thereafter.

(4) Includes 7,500 shares of restricted stock granted on June 30, 2008 pursuant to the Company’s Long-Term Incentive Plan. One-third of the shares vested on June 30, 2009, and one-twelfth of the shares vest every three months thereafter. In addition, 50,000 stock options granted pursuant to the Company’s Long-Term Incentive Plan. One-third of the shares vest on October 1, 2011, and one-twelfth of the shares vest every three months thereafter.

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(5) 1,606,650 of the shares are held by Camelot 27 LLC. Each of Steven Santo and Allison Roberto are members of Camelot 27 LLC. Includes 67,000 shares of restricted stock which were granted to Steven Santo individually, which one third vested on May 18, 2008 and one twelfth of the shares vested every 3 months thereafter. In addition, 100,000 stock options granted pursuant to the Company’s Long-Term Incentive Plan. One-third of the shares vest on October 1, 2011, and one-twelfth of the shares vest every three months thereafter.

(6) The business address of Mr. Allen is 710 South Street, Needham, MA 02492.

(7) Includes 144,000 shares purchased directly and indirectly pursuant to a Securities Purchase Agreement, dated as of June 30, 2009. Includes the exchange of 72,000 warrants at an exchange ratio of 0.63158 shares of Common Stock per warrant, converted pursuant to a Securities Purchase and Exchange Agreement, dated as of October 16, 2009.

(8) Includes 30,000 shares of common stock issuable upon exercise of options of which vested on February 22, 2008, February 22, 2009 and February 22, 2010. Includes 3,000 shares of restricted stock granted on March 5, 2008, 3,000 shares of restricted stock granted on May 4, 2009, and 3,000 shares granted on March 3, 2010, which vest equally upon each of the next 3 successive annual meetings of stockholders (depending on the grant date).

(9) Includes 10,000 shares of restricted stock granted on January 19, 2011 pursuant to the Company’s Long-Term Incentive Plan. One-third of the shares vest on January 19, 2012 and one-twelfth of the shares vest every three months thereafter.

(10) The business address of Ms. Cuskley is c/o NPower 3 Metrotech Center, Brooklyn, NY 11201.

(11) The business address of Mr. DeWolfe is c/o DeWolfe & Company, PO Box 299, Milton, MA 02186.

(12) Includes 3,000 shares of Restricted Stock granted on May 4, 2009 and 3,000 shares granted on March 2, 2010, pursuant to the Company’s Long-Term Incentive Plan. The shares shall vest one-third upon each of the next three successive annual meetings of stockholders. Includes 80,000 common stock shares purchased indirectly pursuant to a Securities Purchase Agreement dated as of June 30, 2009 and the exchange of 40,000 warrants at an exchange ratio of 0.63158 shares of Common Stock per warrant, converted pursuant to a Securities Purchase and Exchange Agreement, dated as of October 16, 2009 owned by Richard B. DeWolfe Revocable Trust. All of the aforementioned shares are under the beneficial control of Mr. Dewolfe.

(13) The business address of Mr. Goldberg is 25 Tideway St, Kings Point, NY 11024.

(14) The business address of Mr. Gordon is 7808 Talavera Place, DelRay Beach, Florida 33446.

(15) The business address of Mr. Lepofsky is c/o Westcliff Capital Group, PO Box 81367, Wellesley Hills, MA 02461.

(16) The business address of each of Messrs. Marxe and Greenhouse is 527 Madison Avenue, Suite 2600, New York, New York.

(17) Includes (i) 3,947,369 shares held by Special Situations Fund III QP, L.P., (ii) 1,315,790 shares held by Special Situations Cayman Fund, L.P. and (iii) 1,052,632 shares held by Special Situations Private Equity Fund, L.P. MGP Advisors Limited (“MGP”) is the general partner of the Special Situations Fund III, QP, L.P. AWM Investment Company, Inc. (“AWM”) is the general partner of MGP, the general partner of and investment adviser to the Special Situations Cayman Fund, L.P. and the investment adviser to the Special Situations Fund III, QP, L.P. and the Special Situations Private Equity Fund, L.P. Austin W. Marxe and David M. Greenhouse are the principal owners of MGP and AWM. Through their control of MGP and AWM, Messrs. Marxe and Greenhouse share voting and investment control over the portfolio securities of each of the funds listed above.

(18) The business address of Mr. Auerbach is Hound Partners, LLC 101 Park Avenue, 48th Floor, New York, NY 10178. The shares are held by Hound Partners, LP, and Hound Partners Offshore Fund, LP. Mr. Auerbach is the Managing Member of Hound Performance, LLC and Hound Partners, LLC, investment management firms that serve as the general partner and investment manager, respectively, to Hound Partners, LP and Hound Partners Offshore Fund, LP. Includes 2,797,274 shares of common stock that may be acquired upon the conversion of Series A Convertible Preferred Stock.

(19) The business address of Mr. Solit is Potomac Capital Management, 825 Third Avenue, 33 Floor, New York, NY 10022. The shares are held by Potomac Capital Management LLC and Potomac Capital Management Inc. Mr. Solit is the Managing Member of Potomac Capital Management LLC and the President and Sole Owner of Potomac Capital Management Inc. Includes 1,118,910 shares of common stock that may be acquired upon the conversion of Series A Convertible Preferred Stock.

(20) The business address of Mr. Weil is 750 Lexington Avenue 25th Floor, New York, NY 10022.

(21) Includes 2,373,620 warrants, each to purchase one share of the Company’s common stock for $1.25 per share. The warrants expire on October 16, 2012, and any underlying shares purchased upon exercise of each warrant may not be sold, transferred, assigned or hypothecated, in whole or in part, at any time on or prior to October 16, 2011, other than to an affiliate of Lorne Weil.

(22) The business address of Mr. Sonkin is 460 Park Avenue, 12th Floor, New York, New York 10022. The shares are held by Hummingbird Value Fund, L.P., The Hummingbird Microcap Value Fund, L.P. and The Hummingbird Concentrated Fund, L.P. Mr. Sonkin, as managing member and control person of Hummingbird Management LLC, the investment manager of such entities, has sole voting and dispositive power over such shares.

(23) Includes 335,673 shares of common stock that may be acquired upon the conversion of Series A Convertible Preferred Stock.

(24) This information is based on Schedule 13G filed with the SEC on December 31, 2010 by Walter Weadock, member of Gilder, Gagnon, Howe and Co. LLC.

(25) 1,606,650 of the shares are held by Camelot 27 LLC. Each of Steven Santo and Allison Roberto are members of Camelot 27 LLC. Includes 5,000 shares of restricted stock which was granted to Allison Roberto individually which one third vested on May 18, 2008 and one twelfth of the shares vest every 3 months thereafter. Also includes 7,000 stock options granted to Allison Roberto individually, pursuant to the Company’s Long-Term Incentive Plan. One-third of the shares vest on April 11, 2011, and one-twelfth of the shares vest every three months thereafter.

(26) Includes 219,759 shares of restricted stock. Includes 525,000 shares of common stock issuable upon exercise of options.

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MANAGEMENT

Executive Officers

The following table contains the names, ages, and positions of our current executive officers:

Name	Age		Position
Steven Santo		44	Chief Executive Officer and Director
Richard A. Pytak Jr.		49	Chief Financial Officer
Kevin Beitzel		42	Chief Operating Officer
Stephen Wagman		51	Executive Vice President Finance and Operations

Steven Santo has served as Chief Executive Officer, President and a Director of Avantair since its inception in June 2003 and Skyline Aviation Services, Inc. since June 2002. Mr. Santo is a licensed, commercially-rated pilot who has been flying for approximately 21 years. From 1995 through 2001, Mr. Santo practiced law as an attorney in private practice, concluding his law practice in 2001 as a name partner at the firm of Fields, Silver & Santo. From 1992 to 1995, Mr. Santo served as an Assistant District Attorney in New York working in the office’s major crimes unit. Mr. Santo received a J.D. from St. Johns’ University School of Law and a bachelor’s degree from Villanova University and holds a Masters Professional Director Certification from the American College of Corporate Directors, a national director education organization.

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Richard Pytak has been the Chief Financial Officer since April 14, 2008. Prior thereto, Mr. Pytak was the Company’s Vice President of Finance since joining the Company in February 2008. Prior to joining Avantair, Mr. Pytak served as Group Controller of Gibraltar Industries, Inc., from August 2003 to January 2008 and as Treasurer from June 1998 to July 2003. Gibraltar Industries, Inc. is a leading manufacturer, processor, and distributor of products for the building, industrial, and vehicular markets, with annual sales of over $1 billion dollars in 2007. On or about September 30, 2011, the Company’s intends to appoint Mr. Wagman as Chief Financial Officer of the Company, subject to approval by the Company’s Board of Directors. Simultaneously with this appointment, it is expected that Mr. Pytak will transition into the role of Chief Accounting Officer.

Kevin Beitzel has been the Chief Operating Officer since February 8, 2008. Mr. Beitzel served as the Company’s Executive Vice President of Maintenance and Operations from September 2007 to February 8, 2008. From December 2005 through August 2007, Mr. Beitzel served as the Company’s Vice President of Maintenance. Prior to joining Avantair, Mr. Beitzel served as Director of Vendor Maintenance at US Airways from February 2005 to December 2005. From July 1990 to February 2005, Mr. Beitzel held various management roles within US Airways.

Stephen Wagman has been Executive Vice President of Finance and Operations since July 19, 2011. Prior thereto, Mr. Wagman served as Chief Financial Officer of Turtle Wax, Inc., a privately-held consumer products manufacturing and sales company in Willowbrook, IL., from October 2009 to February 2011. From June 2008 to September 2009, Mr. Wagman consulted with and served as an officer for SYMX Technologies, Inc., a privately-held radio frequency identification systems company in Miami, Florida. Prior to SYMX, Mr. Wagman served as Executive Vice President and Chief Financial Officer at TOUSA, Inc., a Hollywood, Florida homebuilder, from January 2007 to January 2008. Prior to TOUSA, from July 2005 to December 2006, Mr. Wagman served as Executive Vice President and Treasurer at MasTec, Inc., a publicly traded infrastructure services company located in Miami, Florida. On or about September 30, 2011, the Company’s intends to appoint Mr. Wagman as Chief Financial Officer of the Company, subject to approval by the Company’s Board of Directors.

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis describes the Company’s compensation program for the fiscal year ended June 30, 2011 for our named executive officers: Steven Santo, Chief Executive Officer; Richard A. Pytak Jr., Chief Financial Officer; and Kevin Beitzel, Chief Operating Officer. The primary goals of the Compensation Committee of the Board of Directors with respect to executive compensation are to attract and retain talented and dedicated executives, to tie annual and long-term cash and stock incentives to achievement of specified performance objectives, to align executives’ incentives with stockholder value creation, and to compensate executives fairly for their efforts and performance.

To achieve these goals, the Compensation Committee recommends executive compensation packages to the Board of Directors that are generally based on a mix of salary, discretionary bonuses and equity awards. Generally, the Company endeavors to maintain compensation plans that tie a substantial portion of its executives’ overall compensation to achievement of corporate goals and value creating milestones. Due to a difficult economic environment, in fiscal year 2011, the Compensation Committee did not adopt any formal guidelines for allocating and determining total compensation, but rather exercised its discretion to achieve the goals set forth above, in particular, retaining our key management personnel.

The Compensation Committee on behalf of the Company has engaged Pearl Meyer & Partners as its compensation consultant to provide its industry expertise in order to help the Compensation Committee design compensation packages to achieve the Compensation Committees goals as stated above. Pearl Meyer reports directly to the Compensation Committee and has received compensation from the Company only for services provided to the Committee.

Elements of Compensation

The Compensation Committee evaluates individual executive performance with a goal of setting target compensation at levels the Committee believes are comparable to the compensation paid to executives in other companies of similar size and stage of development. The executive compensation program is designed to motivate achievement of its short- and long-term financial performance goals and strategic objectives, reward superior performance and align the interests of its executives and shareholders. The compensation received by the Company’s executive officers consists of the following elements:

• base salary;

• annual bonus;

• equity-based long-term incentives; and

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• Employee benefits including 401(k), profit-sharing, and health programs

Base Salary

General Considerations

Base salaries for the Company’s executives are established based on the scope of their responsibilities and individual experience, taking into account competitive market compensation paid by other companies for similar positions within the fractional aircraft industry. Base salaries are reviewed annually, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

Since October 2010, the base salary of the Chief Executive Officer has been $525,000. The annual base salary for the other executive officers is $280,000. The Compensation Committee believes that based on its general understanding of the industry, these base salary levels are competitive.

Annual Incentive Compensation

Discretionary Annual Bonus

In addition to base salaries, the Compensation Committee has the authority to award discretionary annual bonuses to the Company’s executive officers, including the named executive officers. The discretionary annual bonuses are intended to compensate officers for achieving corporate goals and for achieving what the committee believes to be value-creating milestones.

Due to uncertain economic conditions during fiscal year 2011, the Compensation Committee did not develop specific targets or goals that needed to be achieved as a condition to the payment of the annual bonuses. Instead in determining whether to award bonuses for fiscal year 2011, the Compensation Committee principally considered the named executive officers’ overall performance in the current economic climate and the need for the Company to retain key management personnel. Accordingly, the Compensation Committee awarded bonuses that were smaller than those awarded for fiscal year 2010, but that the Compensation Committee felt were consistent with its overall goals.

Equity Based Long-Term Incentives

In February 2007, Avantair’s Board of Directors and stockholders approved Avantair’s 2006 Long Term Incentive Plan (“the Plan”). The purpose of the Plan is to encourage ownership of our common stock by our employees, directors and consultants in order to attract, retain and motivate those individuals, and to align the interests of those individuals and Avantair’s stockholders.

In August 2010, the Board of Directors, upon the recommendation of the Compensation Committee, authorized the grants of 100,000, 50,000 and 25,000 stock options to Messrs. Santo, Pytak and Beitzel, respectively, effective October 1, 2010 related to fiscal year 2010 performance. One-third of the options will vest one year following the grant date, and one-twelfth of the options will vest every three months thereafter. These stock option grants relate to fiscal year 2010 performance and the size of the awards were determined at the discretion of the Compensation Committee. Further, given the Company’s fiscal year 2011 financial performance, the Compensation Committee did not grant options or stock awards to its named executive officers related to fiscal year 2011.

The Compensation Committee believes that these restricted stock awards and stock options provide incentives to our named executive officers to increase the value of our stockholders’ investments.

401(k) and Retirement Programs

The Company has a tax-qualified employee savings and retirement plan, or 401(k) plan, which generally covers its employees. The plan is intended to qualify under Sections 401(a), 401(k) and 401(m) of the Internal Revenue Code of 1986, as amended, or the Code, so that contributions, and income earned thereon, are not taxable to employees until withdrawn from the plan. Under the plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit ($16,500 in calendar year 2011) and have the amount of the reduction contributed to the plan. The plan also permits, but does not require, us to make matching contributions and profit-sharing contributions to the plan on behalf of participants. In addition, eligible employees may elect to contribute an additional amount of their eligible compensation as a catch-up contribution to the 401(k) plan, provided that such employees are age 50 or older ($5,500 in calendar year 2011). Company contributions to the 401(k) Plan are up to 50% of the first 6% of employee contributions. Amounts charged to operations were $0.3 million and $0.2 million for the years ended June 30, 2011 and 2010, respectively. To date, the Company has not made any discretionary or profit-sharing contributions to the 401(k) plan. As a tax-qualified plan, the Company can generally deduct contributions from the participants’ pre-tax compensation when made, and such contributions and their earnings are not taxable to participants until distributed from the plan. Pursuant to the terms of the plan, participants may direct the trustees to invest their accounts in selected investment options.

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Nonqualified Deferred Compensation

On December 18, 2008, the Company adopted the Avantair Leadership Deferred Compensation Plan (which we sometimes refer to as the “Deferred Compensation Plan”) approved by the Board of Directors for a select group of management or highly compensated employees, and non-employee Directors, effective January 1, 2009. The Deferred Compensation Plan is a nonqualified, unfunded deferred compensation plan that provides specified benefits to a select group of management or highly compensated employees. Specifically, the Deferred Compensation Plan is intended to:

• provide participants with supplemental retirement benefits determined by the Company in its complete discretion (which amounts may vary by participant and which are subject to a vesting requirement); and

• allow participants to defer compensation in excess of the amounts permitted under the Company’s 401(k) plan.

Investment returns on amounts credited pursuant to the Plan are based on one or more investment funds selected by a participant from among those provided under the Deferred Compensation Plan.

Participants who separate from service are paid the balance of their account in a single lump sum or in annual installments over 5, 10, or 15 years, as elected by the participant. Payments will be made in a single lump sum in the event of the participant’s death, disability, or termination of the Deferred Compensation Plan (under certain conditions). In addition, in the event of an unforeseeable financial emergency, a participant may make a written request to the Deferred Compensation Plan administrator for a hardship withdrawal. No income taxes are payable on amounts credited pursuant to the Deferred Compensation Plan until paid to the participant.

The Company may amend or terminate the Deferred Compensation Plan at any time.

From the Plan’s effective date through June 30, 2011, the Company has not made any discretionary contributions to the Plan.

Welfare and Other Benefits

The Company maintains benefit programs for its U.S. based employees, including medical and prescription coverage, dental and vision programs, short and long-term disability insurance, group life insurance and supplemental life insurance as well as customary vacation, leave of absence and other similar policies. Avantair’s named executive officers are eligible to participate in these programs on the same basis as the rest of the salaried employees.

Policies Relating to Our Common Stock

Insider Trading Policy and Stock Ownership Guidelines

Avantair’s insider trading policy prohibits directors, employees and certain of their family members from purchasing or selling any type of security, whether issued by the Company or another company, while aware of material non-public information relating to the issuer of the security or from providing such material non-public information to any person who may trade while aware of such information. The Company restricts trading by its officers and directors, as well as other categories of employees who may be expected in the ordinary course of performing their duties to have access to material non-public information, to quarterly trading windows that begin at the close of business on the second trading day following the date of public disclosure of the financial results for the prior fiscal quarter or year and end on the tenth calendar day of the third fiscal month of the fiscal quarter. While the Company does not have a policy that specifically prohibits its executive officers from hedging the economic risk of stock ownership in its stock, it discourages its executive officers from entering into certain types of hedges with respect to its securities. In addition, federal securities laws prohibit the executive officers from selling “short” the stock.

Tax and Accounting Considerations

Tax Deductibility of Executive Compensation

Section 162(m) of the Code generally prohibits a public company from deducting compensation paid in any year to the chief executive officer and the three other most highly compensated executive officers (other than the chief financial officer). Certain compensation is specifically exempt from the deduction limit to the extent it qualifies as “performance-based” under the qualification requirements established under Section 162(m). In evaluating whether to structure executive compensation components as qualified performance-based compensation and thus, tax deductible, the Compensation Committee considers the net cost to us, its ability to effectively administer executive compensation in the long-term interest of stockholders, and the specific corporate goal underlying the various items of compensation. Stock option grants and performance share awards made to executive officers under the Company’s 2006 Long-Term Incentive Plan and discretionary annual bonuses are structured generally to be fully deductible under Section 162(m). While the Company endeavors to use the performance-based exception to maximize the deductibility of our compensation, in order to maintain flexibility in compensating executives and to attract necessary leadership in certain circumstances, it has not adopted a policy that all compensation must be deductible. The Company does not believe that such a policy is in the best interest of itself or its stockholders.

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Section 409A

Section 409A of the Internal Revenue Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the law with respect to the timing of deferral elections, timing of payments and certain other matters. In general, it is the Company’s intention to design and administer its compensation and benefits plans and arrangements for all of its employees so that they are either exempt from, or satisfy the requirements of, Section 409A. The Company believes it is currently operating such plans in compliance with Section 409A.

Accounting for Share-Based Compensation

Before the Company grants share-based compensation awards, it considers the accounting impact of the award as structured and other scenarios in order to analyze the expected impact of the award.

COMPENSATION AND RISK

The Compensation Committee believes that the mix and design of the elements of compensation paid to our employees does not encourage management to assume excessive or inappropriate risk taking. In addition, Avantair believes that risks arising from its compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company.

The Compensation Committee reviewed the risks of our compensation policies and practices, including those relating to our executive compensation programs, to determine whether any portion of executive compensation encouraged excessive risk taking and concluded:

• The Company has strong internal financial controls;

• The determination of incentive awards is based on a review of a variety of indicators of performance as well as a meaningful subjective assessment of personal performance, thus diversifying the risk associated with any single indicator of performance;

• The maximum amount of bonus that can be earned and the number of shares granted under the Plan are consistent with general market practices. The Company does not maintain any incentive programs that are aggressively leveraged;

• The vesting periods for equity compensation awards encourage executives to focus on sustained stock price appreciation; and

• The Compensation Committee has retained discretionary authority to adjust annual awards and payments, which further reduces any business risk associated with the Company’s plans.

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Summary Compensation Table

The following table summarizes the compensation of Avantair’s named executive officers for the fiscal year ended June 30, 2011.

Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		All Other Compensation ($)(4)		Total ($)
Steven Santo		2011	$	517,404	$	200,000	$	—	$	155,000	$	5,865	$	878,269
Chief Executive Officer and Director		2010		474,800		375,000		32,500		—		22,541		904,841
Richard A. Pytak Jr.		2011		270,885		25,000		—		77,500		—		373,385
Chief Financial Officer		2010		230,200		87,500		32,500		—		—		350,200
Kevin L. Beitzel		2011		275,443		40,000		—		38,750		4,347		358,540
Chief Operating Officer		2010		253,400		47,700		32,500		—		—		333,600

(1) The amounts shown reflect discretionary bonuses to Messrs. Santo, Pytak and Beitzel of $200,000, $25,000 and $40,000, respectively, relating to fiscal year 2011.

(2) The amounts reported in this column reflect the grant date fair value of the stock awards computed in accordance with Financial ASC 718 for restricted stock award issued in 2010, relating to fiscal year 2009 performance. The assumptions used in the calculation of these amounts are included in Note 13 to the Company’s consolidated financial statements for the fiscal year ended June 30, 2011.

(3) The amounts reported in this column reflect the grant date fair value of the stock options computed in accordance with Financial ASC 718 for stock options issued in 2011, relating to fiscal year 2010 performance. The assumptions used in the calculation of these amounts are included in Note 13 to the Company’s consolidated financial statements for the fiscal year ended June 30, 2011.

(4) The amounts shown for 2011 reflect 401(k) match contributions by the Company relating to fiscal year 2011.

Grants of Plan – Based Awards for the Fiscal Year Ended June 30, 2011

The following table and accompanying footnotes provide information regarding stock options and stock awards granted to the Company’s named executive officers in fiscal 2011.

Name	Grant Date		All Other Option  Awards: Number of Shares of Stock or Units (#)		Exercise or Base Price of Option Awards		Grant Date Fair Value of Stock Options ($)(1)
Steven Santo		10/1/2010		100,000		1.55	$	155,000
Richard A. Pytak Jr.		10/1/2010		50,000		1.55		77,500
Kevin Beitzel		10/1/2010		25,000		1.55		38,750

(1) The amounts reported in this column reflect the grant date fair value of the stock options granted to each of our named executive officers computed in accordance with ASC 718 for stock options issued in 2011, relating to fiscal year 2010 performance. The assumptions used in the calculation of these amounts are included in Note 13 to the Company’s consolidated financial statements for the fiscal year ended June 30, 2011.

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Outstanding Equity Awards for the Fiscal Year Ended June 30, 2011

The following table provides information concerning outstanding equity awards as of June 30, 2011, by each of the Company’s named executive officers:

	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Stock Award Base Price		Market Value of Shares or Units of Stock That Have Not Vested ($)
Steven Santo
10/1/2009		—			—				12,500	(1)		1.88		23,500
10/1/2010		100,000	(1)		1.55		10/1/2020
Richard A. Pytak Jr.
10/1/2009		—			—				12,500	(2)		1.88		23,500
10/1/2010		50,000	(2)		1.55		10/1/2020
Kevin Beitzel
10/1/2009		—			—				12,500	(3)		1.88		23,500
10/1/2010		25,000	(3)		1.55		10/1/2020		—

(1) Mr. Santo was granted 25,000 shares of restricted stock on October 1, 2009. One-third of the shares granted vested one year following the grant date, and one-twelfth of the shares vest every three months thereafter. Mr. Santo was granted 100,000 stock options on October 1, 2010. One-third of the options granted vest one year following the grant date, and one-twelfth of the options vest every three months thereafter.

(2) Mr. Pytak was granted 25,000 shares of restricted stock on October 1, 2009. One-third of the shares granted vested one year following the grant date, and one-twelfth of the shares vest every three months thereafter. Mr. Pytak was granted 50,000 stock options on October 1, 2010. One-third of the shares granted vest one year following the grant date, and one-twelfth of the options vest every three months thereafter.

(3) Mr. Beitzel was granted 25,000 shares of restricted stock on October 1, 2009. One-third of the shares granted vested one year following the grant date, and one-twelfth of the shares vest every three months thereafter. Mr. Beitzel was granted 25,000 stock options on October 1, 2010. One-third of the options granted vest one year following the grant date, and one-twelfth of the options vest every three months thereafter.

Option Exercises and Stock Vested

The following table provides information regarding the value realized by the named executive officers during fiscal year 2011 as a result of the vesting of restricted stock awards. None of our named executive officers exercised any stock options during fiscal year 2011.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)(2)
Steven Santo		12,500	$	29,792
Richard A. Pytak Jr.		15,000		35,404
Kevin Beitzel		17,500		41,017

(1) Reflects the shares of common stock acquired by the named executive officers upon vesting during fiscal year 2011.

(2) Reflects the market value of the shares on the respective vesting dates.

Employment Arrangements with Named Executive Officers

Steven Santo

On September 24, 2009 the Company entered into a three year employment agreement with Mr. Santo, our Chief Executive Officer and a director, effective that same day pursuant to which he receives an annual base salary of $500,000 and is eligible to receive an annual performance bonus. Future annual base salaries will not be less than $500,000 (or subsequent to any increases, below his then current salary), with increases approved by the Compensation Committee and/or the Board of Directors. Pursuant to the employment agreement entered into on September 24, 2009, Mr. Santo is entitled, among other things, to:

• participate in all benefit programs, including the 401(k) plan, established and made available to its employees;

• reimbursement for any reasonable out-of-pocket expenses incurred in the course of employment.

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Termination Benefits

If the agreement is terminated by Mr. Santo voluntarily without good reason, Avantair shall have no further obligations following the effective date of termination other than to pay him for any accrued but unpaid salary and reimbursable expenses.

If the agreement is terminated by Avantair for cause, Mr. Santo will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of the termination.

If the agreement is terminated by Avantair without cause, then Mr. Santo will be entitled to:

• any then accrued but unpaid base salary and performance bonus as of the date of termination; and

• payment of the base salary in effect at the time of termination for a period of 12 months and continuation of health insurance for a period of 18 months.

In the agreement, “cause” means:

• Mr. Santo’s fraud or breach of fiduciary obligations in connection with the performance of his duties with Avantair (including but not limited to any acts of embezzlement or misappropriation of funds);

• Mr. Santo’s indictment for a felony or plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude;

• Mr. Santo’s being under the influence of any drugs (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) or repeatedly being under the influence of alcohol, during the performance of his duties under his employment agreement, or, while under the influence of such drugs or alcohol, engaging in grossly inappropriate conduct during the performance of his duties under his employment agreement;

• Mr. Santo’s refusal to substantially perform his duties under his employment agreement, except in the event that the employee becomes permanently disabled;

• Mr. Santo’s willful misconduct or gross negligence in connection with his employment; and

• Mr. Santo’s material violation of any Avantair policies or procedures relating to harassment, discrimination or insider trading; or his material breach of any provision of his employment agreement.

In addition, Mr. Santo’s interest in any unvested stock options or restricted stock will fully vest on the effective date of a termination without cause.

If the agreement is terminated by Avantair without cause during a change in control period, then Mr. Santo would be entitled to:

• any then accrued but unpaid base salary and performance bonus as of the date of termination; and

• payment of the base salary in effect at the time of termination for a period of 36 months and continuation of health insurance for a period of 36 months.

In the agreement, “change of control” means:

• the acquisition, in one or more transactions, by any Person of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50.0% of (A) all shares of capital stock of the Company to be outstanding immediately following such acquisition, or (B) the combined voting power of all shares of capital stock of Company to be outstanding immediately following such acquisition that are entitled to vote generally in the election of directors (the shares described in clauses (A) and (B), collectively “Company Voting Stock”);

• the closing of a sale or other conveyance of 40.0% or more of the assets of Company;

• individuals who, as of September 24, 2009, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a member of the Board (a “Director”) subsequent to September 24, 2009 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be deemed to have been a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

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• the effective time of any merger, share exchange, consolidation, or other business combination involving the Company if immediately after such transaction, persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100.0% of such surviving entity) are not persons who, immediately prior to such transaction, held Company Voting Stock.

If the agreement is terminated by the executive for good reason or for disability, then Mr. Santo would be entitled to:

• any then accrued but unpaid base salary and performance bonus as of the date of termination; and

• payment of the base salary in effect at the time of termination for a period of 12 months and continuation of health insurance for a period of 18 months.

In the agreement, “good reason” means:

• Avantair’s willful material breach of any provision of Mr. Santo’s employment agreement;

• any material adverse change in Mr. Santo’s position, authority, duties or responsibilities (other than a change due to his permanent disability or as an accommodation under the Americans With Disabilities Act) which results in: (A) a diminution in any material respect in his position, authority, duties, responsibilities or compensation, which diminution continues in time over at least thirty (30) days, such that it constitutes an effective demotion; or (B) a material diversion from Mr. Santo’s performance of the functions of his position, excluding for this purpose material adverse changes made with his written consent or due to Mr. Santo’s termination for cause or termination by Mr. Santo without good reason; or

• relocation of Avantair’s headquarters and/or Mr. Santo’s regular work address to a location which requires him to travel more than forty (40) miles from his place of employment on the date of his employment agreement.

Under the employment agreement with Mr. Santo, if the employment agreement had been terminated by the Company without cause or by Mr. Santo for good reason or for disability, effective June 30, 2011 (the last business day of the Company’s 2011 fiscal year), he would have been paid a total of $560,500, including: (i) $525,000 representing his base salary then in effect, (ii) $12,000 representing the value of the continuation of his health insurance for a period of 12 months; and (iii) $23,500 representing the acceleration of the vesting of 12,500 shares of restricted stock under the 2006 Long-term Incentive Plan (based on the closing price of $1.88 per share as of June 30, 2011).

The Company does not have employment agreements in place with any other named executive officers.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” section of this proxy statement. Based on its review and discussion, the Compensation Committee has recommended to the Board and the Board has approved, that this Compensation Discussion and Analysis be included in this proxy statement for the 2011 Annual Meeting of Shareholders which is also incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011.

By the Compensation Committee

Arthur H. Goldberg, Chairperson

A. Clinton Allen

Stephanie A. Cuskley

Lorne Weil

The foregoing Compensation Committee Report does not constitute soliciting material and the Report should not be deemed filed or incorporated by reference into any other previous or future filings by Avantair under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Avantair specifically incorporates this Report by reference therein.

RELATED PARTY TRANSACTIONS

Related Party Transactions Policy

The Company has adopted a Code of Conduct and Professional Ethics, applicable to its directors, officers and employees, including its Chief Executive Officer, Chief Financial Officer and all of its other executives pursuant to which all directors, officers and employees must promptly disclose to us, any material transaction or relationship that reasonably could be expected to give rise to an actual or apparent conflict of interest with Avantair, Inc.

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In addition, the Company’s Audit Committee shall conduct an appropriate review of all related party transactions for potential conflicts of interest and approve all such related party transactions consistent with the rules applied to companies listed on NASDAQ. The Committee shall review existing policies concerning related party transactions and conflicts of interest between Board or senior members of Management, on the one hand, and the Company, on the other hand, and recommend any changes to such policies. A “related party transaction” refers to transactions required to be disclosed pursuant to SEC Regulation S-K, Item 404 or SEC Regulation S-B, Item 404.

Related Party Transactions

The following is a summary of transactions entered into since July 1, 2010, to which the Company has been a party in and in which any of the Company’s executive officers, directors or beneficial holders of more than 5.0% of its capital stock had or will have a direct or indirect material interest.

Annually, Avantair participates as one of the sponsors of the Corporate Directors Group, an accredited educational organization of RiskMetric ISS Governance Services, of which A. Clinton Allen presides as its chairman. The sponsorship provides the Corporate Directors Group with 23 hours of aircraft usage annually in lieu of compensation. In addition, the Company sponsors the Corporate Directors Group Piaggio Avanti Owners Club which provides the club with 15 hours of aircraft usage annually in lieu of compensation. The total value of the sponsorships involve amounts less than $120,000.

During the second quarter of fiscal 2010, the Company, through an arms-length transaction, transferred its rights to purchase four Piaggio Avanti II aircraft to LW Air pursuant to the existing aircraft purchase agreement between the Company and Piaggio America, Inc. Upon delivery of the aircraft, Piaggio America returned $2.6 million of deposits previously paid on the aircraft by the Company. Simultaneous with this transaction, the Company entered into an eight-year management agreement for those aircraft and the Company issued 2,373,620 warrants to Lorne Weil, the Managing Member of LW Air. Mr. Weil is a Company director, and by virtue of his ownership of the warrants, Mr. Weil is also a significant beneficial owner of the Company. In addition, since the contractual relationships under the agreements with LW Air were executed following the date that Mr. Weil became a significant beneficial owner, the Company recognizes the transaction as a related party transaction.

Allison Roberto, spouse of Steve Santo, is employed as the Company’s General Counsel and has been since June 7, 2003. In fiscal year 2010, Ms. Roberto made a total of $111,405, comprised of $110,269 base salary and $1,136 in employer 401(k) match contributions. In the fiscal year 2011, Ms. Roberto made a total of $124,225, comprised of $115,000 base salary, $7,500 in bonus and $1,725 in employer 401(k) match contributions.

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OTHER MATTERS

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address and the same last name by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. We and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once stockholders have received notice from their broker or us that materials will be sent in the householding manner to the stockholder’s address, householding will continue until otherwise notified or until the stockholder revokes such consent. If, at any time, stockholders no longer wish to participate in householding and would prefer a separate proxy statement, they should notify their broker if shares are held in a brokerage account or us if holding registered shares. We will deliver promptly upon written or oral request a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the document was delivered. Any such notice should be addressed to the corporate Secretary at the address appearing on the first page of this proxy statement, or notice can be given by calling Avantair at (727) 539-0071:

• to receive a separate copy of a proxy statement for this meeting;

• to receive a separate copy of a proxy statement for future meetings; or

• if the stockholder shares an address and wishes to request delivery of a single copy of proxy statements if now receiving multiple copies of proxy statements.

Our Board of Directors knows of no other business that will be presented to the annual meeting. If any other business is properly brought before the annual meeting, proxies in the enclosed form will be voted in respect thereof in accordance with the judgments of the persons voting the proxies.

Avantair’s Annual Report on Form 10-K, as filed by Avantair with the SEC (excluding exhibits), is a portion of the Annual Report that is being mailed, together with this Proxy Statement, to all stockholders entitled to vote at the Annual Meeting. However, such Annual Report, including the Annual Report on Form 10-K is not to be considered part of this proxy solicitation material.

It is important that the proxies be returned promptly and that your shares are represented. You are urged to sign, date and promptly return the enclosed proxy card in the enclosed envelope.

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Annex A

FORM OF CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

AVANTAIR, INC.

Avantair, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), hereby certifies as follows:

FIRST: The name of the Corporation is Avantair, Inc.

SECOND: The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by changing the first paragraph of the Article numbered “Fourth” so that, as amended, said paragraph of said Article shall be and read as follows:

“FOURTH. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is [38,000,000] [25,333,333] [19,000,000] [15,200,000], of which [37,500,000] [25,000,000] [18,750,000] [15,000,000] shares shall be Common Stock, par value of $.0001 per share, and 1,000,000 shares shall be Preferred Stock, par value of $.0001 per share.

Upon this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation becoming effective pursuant to the GCL (the “ Effective Time ”), each share of the Corporation’s Common Stock (the “ Old Common Stock ”), issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into [one half (1/2)] [one third (1/3)] [one fourth (1/4)] [one fifth (1/5)] of a share of common stock, par value $0.0001 per share, of the Corporation (the “New Common Stock”). Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock as equals the product obtained by multiplying the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Time by [one half (1/2)] [one third (1/3)] [one fourth (1/4)] [one fifth (1/5)]. No fractional shares will be issued by the Corporation as a result of the foregoing. In lieu of any fractional shares to which a holder would be otherwise entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of one share (post reverse-split), as determined by the Board of Directors of the Corporation.”

THIRD: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: The foregoing amendment shall be effective as of [            ] p.m., Eastern Time, on the date of filing with the Secretary of State of the State of Delaware.

[Rest of page intentionally left blank.]

A-1

IN WITNESS WHEREOF, Avantair, Inc. has caused this Amendment to Amended and Restated Certificate of Incorporation to be executed by [            ], its [        ], thereunto duly authorized, this [    ] day of [            ], [        ].

AVANTAIR, INC.

A-2

Avantair, Inc.

VOTE BY INTERNET OR TELEPHONE

QUICK ★ ★ ★ EASY ★ ★ ★ IMMEDIATE

As a stockholder of Avantair, Inc., you have the option of voting your shares electronically through the Internet or on the telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 7:00 p.m., Eastern Time, on November 2, 2011.

Vote Your Proxy on the Internet:		Vote Your Proxy by Phone: Call 1 (866) 894-0537		Vote Your Proxy by mail:
Go to www.cstproxyvote.com Have your proxy card available when you access the above website. Follow the prompts to vote your shares.	OR	Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares.	OR	Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.

PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE

VOTING ELECTRONICALLY OR BY PHONE

q  FOLD AND DETACH HERE AND READ THE REVERSE SIDE  q

PROXY Please mark     your votes     like this      X

					For all Nominees	Withhold All	For All Except
1.	Nominees for the board of Directors:				¨	¨	¨
	1.	A. Clinton Allen	4.	Arthur H. Goldberg	7.  Steven Santo
	2.	Stephanie A. Cuskley	5.	Barry J. Gordon	8.  Lorne Weil
	3.	Richard B. DeWolfe	6.	Robert J. Lepofsky
	When you mark “For All Except,” write the nominee’s number on the line below:

2. Ratification of J.H. Cohn, LLP as our Independent Auditors:

¨  FOR ¨  AGAINST ¨  ABSTAIN

3. To reapprove an amendment to the Company’s Amended and Restated Certificate of Incorporation to authorize the Board of Directors to, at its discretion, until the next Annual Meeting of Stockholders, (a) effect a reverse stock split of the Company’s common stock at a reverse split ratio of between 1-for-2 and 1-for -5, which ratio will be selected at the discretion of the Board of Directors, and (b) decrease the number of authorized shares of the Company’s common stock on a basis proportional to the reverse split ratio approved by the Board of Directors:

¨  FOR ¨  AGAINST ¨  ABSTAIN

In their discretion, the proxies are authorized to vote upon such other matter(s) which may properly come before the meeting or any adjournment thereof.

                                         COMPANY ID:

                                         PROXY NUMBER:

                                         ACCOUNT NUMBER:

Signature   Signature   Date                     ,  2011.

Please sign exactly as name appears hereon. Joint owners each should sign. Executors, administrators, trusts, trustees, guardians, or other fiduciaries should give full title as such. If signing for a corporation, please sign in full corporate name by a duly authorized officer.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be held November 3, 2011

The Proxy Statement and our 2011 Annual Report to Stockholders are

available athttp://www.cstproxy.com/avantair/2012

q  FOLD AND DETACH HERE AND READ THE REVERSE SIDE  q

PROXY

AVANTAIR, INC.

4311 General Howard Drive

Clearwater, Florida 33762

SOLICITED BY THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

The undersigned hereby appoints Allison Roberto and Tom Palmiero each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all shares of common stock of Avantair, Inc. held of record by the undersigned on September 19, 2011 at the Annual Meeting of Stockholders to be held on November 3, 2011 at 1:30 p.m., Eastern Time, at 4311 General Howard Drive, Clearwater, Florida, and any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR SUCH PROPOSAL.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

MARK THE BOX TO THE RIGHT FOR ANY CHANGE AND NOTE BELOW

¨

CONTINUED AND TO BE SIGNED ON THE OTHER SIDE