SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2000 Commission file number: 0-18352 INTERNATIONAL AIRLINE SUPPORT GROUP, INC. (Exact name of Registrant as specified in its charter) Delaware 59-2223025 -------- ---------- (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) ------------------------------ ------------------------------------ 1954 Airport Road, Suite 200, Atlanta, Georgia 30341 (Address of Principal Executive Offices) (Zip Code) ---------------------------------------- ---------- (770) 455-7575 ------------------------------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of class Name of each exchange on which registered Common Stock, $.001 par value American Stock Exchange ----------------------------- ----------------------- Securities registered pursuant to Section 12(g) of the Act: None The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the year ending May 31, 2000 as set forth below: Part II, Item 8 Financial Statements The report of Grant Thornton LLP, independent certified public accountants, with respect to the financial statements of Air 41 LLC, a Delaware limited liability company in which the Company owns an equity interest, is filed pursuant to Regulation S-X, Rule 3-09. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. International Airline Support Group, Inc., a Delaware corporation By: /s/ James M. Isaacson -------------------------- James M. Isaacson Chief Accounting Officer Date: June 6, 2001 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors AIR 41 LLC We have audited the accompanying balance sheets of AIR 41 LLC (the "Company") as of May 31, 2000 and 1999, and the related statements of earnings, members' capital and cash flows for the year ended May 31, 2000 and the period from September 19, 1998 (date of inception) through May 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AIR 41 LLC as of May 31, 2000 and 1999 and the results of its operations and its cash flows for the year ended May 31, 2000 and the period from September 19, 1998 (date of inception) through May 31, 1999, in conformity with accounting principles generally accepted in the United States of America. /s/ Grant Thornton LLP Miami, Florida July 21, 2000