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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON_______ __, 2001
REGISTRATION NO. 333-8061
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q/A

(Mark One)

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

For the quarterly period ended SEPTEMBER 30, 2001
----------------------

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

For the transition period from to
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Commission file number 0-29028

AVIATION DISTRIBUTORS, INC.
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(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 33-0715685
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S. employer
Incorporation or Organization) Identification No.)

ONE CAPITAL DRIVE LAKE FOREST, CALIFORNIA 92630
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(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code (949) 586-7558
------------------

Indicate by check (X) whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES (X) NO ( )

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 3,389,487 SHARES OF
COMMON STOCK, $.01 PAR VALUE PER SHARE, WERE OUTSTANDING AS OF September 30,
2001.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion includes the operations of the Company for each of the
periods discussed. This discussion and analysis should be read in conjunction
with the Company's consolidated financial statements and the related notes
thereto, which are included elsewhere in this document.

This discussion contains "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although the Company believes that
the expectations reflected in such forward looking statements are reasonable, it
can give no assurance that such expectations will prove to be correct. Such
forward looking statements involve risks and uncertainties and actual results
could differ from those described herein and future results may be subject to
numerous factors, many of which are beyond the control of the Company.
The "forward looking statements" reflect the Company's current view about future
events and are subject to risks, uncertainties and assumptions. These risks,
uncertainties and assumptions include:

- The continued cooperation of the Company's lender, GMAC Commercial
Credit LLC in waiving covenant violations, supporting its overadvance
and not foreclosing on the Company's assets.

- Adverse consequences related to the Company's substantial debt.

- Continued losses through the aviation industry downturn.

- Further write-downs of the Company's inventories and accounts
receivable.

- The Company's ability to acquire adequate inventory and to obtain
favorable pricing for its inventory.

- Customer concentrations

The Company believes that its lender, GMAC, will continue to fund the Company's
overadvance and waive its covenant violations. Were the Company's lender to
foreclose on the Company's assets secured in its credit facility, the Company
would be liquidated.

In order to stem the continued losses the Company has incurred, Management has
reduced budgeted selling, general and administrative expenses. Budget cuts
include reduced business travel, professional fees, the elimination of 5 sales
and administrative positions and 15% to 25% salary cuts for the Company's
management.

OVERVIEW

Net sales consist primarily of gross sales, net of allowance for returns and
other adjustments. Cost of sales consists primarily of product costs, freight
charges and an inventory provision for lower of cost or market estimates,
damaged, excess and obsolete products. Product costs consist of the acquisition
costs of the products and costs associated with repairs, maintenance and
certification.

Net sales and gross profit fluctuate based on the volume and timing of sales
orders received during the period and the mix of aircraft parts contained in the
Company's inventory. The timing of bulk inventory purchases can impact sales and
gross profit. In general, bulk inventory purchases allow the Company to obtain
large inventories of aircraft parts at a lower cost than can ordinarily be
obtained by purchasing such parts on an individual basis.

CONTINUING DEVELOPMENTS IN THE COMPANY'S MARKET ENVIRONMENT

Economic and other factors that are affecting the airline industry have
negatively impacted, and may continue to negatively impact, the Company's
business. Pricing of the inventory the Company needs for its business is
affected to a degree by the overall economic condition of the airline industry,
which has historically been volatile. The demand for after-market aircraft
engines and parts is driven primarily by flying hours or cycles.

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These parts must be serviced or replaced at scheduled intervals. As a result,
the demand for after-market parts is a function of the volume of worldwide air
traffic. Additionally, factors such as the price of fuel affect the aircraft
parts market, since older aircraft (into which repaired or overhauled aircraft
parts are most often placed) become less economically viable as the price of
fuel increases. During a downturn in the aviation industry, there may be reduced
overall demand for the products the Company provides, lower selling prices for
its products and increased credit risk associated with doing business with
industry participants.

The aircraft parts aftermarket experienced a downturn during 2000, which has
continued and worsened in 2001. As a result, a number of companies in the
industry have encountered financial difficulties. Consequently, many
companies within the industry have been forced to sell inventory at reduced
prices in order to generate cash. The Company's gross margin and fair value
of inventory have been negatively affected by these deteriorating conditions.
Additionally, according to recent reports by a few large airlines, during
2001, the airline industry has begun to experience a significant slowdown in
overall traffic, which the Company's management believes has reduced demand
for aftermarket parts. The Company has experienced the affects of this
downturn in the second quarter of 2001. As a result, the Company has recorded
an increase to its inventory reserve of $1,285,000 for excess quantities and
lower of cost or market writedowns.

The following table sets forth certain information relating to the Company's
operations for the three months ended September 30, 2001 and 2000 (dollars in
thousands):

<Table>
<Caption>
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2001 2000
---- ----

Net sales $ 6,234 100.0% $ 10,113 100.0%
Cost of sales 6,257 100.4% 7,432 73.5%
-------- ----- -------- -----

Gross profit (23) (0.4%) 2,680 26.5%

Selling and administrative expenses 2,468 39.6% 1,540 15.2%
Settlement Fine -- 0.0% 642 8.6%
Non-recurring expenses -- 0.0% 216 2.1%
-------- ----- -------- -----
Income (loss) from operations (2,492) (40.0%) $ 283 2.8%

Interest expense, net 746 12.0% 853 8.4%
Provision for income taxes 3 0.0% 0 0.0%
-------- ----- -------- -----

Net loss $ (3,240) (52.0%) $ (570) (5.6%)
======== ===== ======== =====
</Table>

NET SALES. Net sales decreased from $10.1 million for the three months ended
September 30, 2000 to $6.2 million for the three months ended September 30,
2001, a decrease of $3.9 million or 38.4%. This decrease was mainly the result
of an overall slowdown in the aviation industry as a whole causing decreased
demand for the Company's inventory sales.

COST OF SALES. Cost of sales decreased from $7.4 million for the three months
ended September 30, 2000 to $6.3 million for the three months ended September
30, 2001, a decrease of $1.2 million or 15.8%. This decrease was primarily
attributable to the 38.4% decrease in net sales, increases in the Company's
reserves for excess and obsolete inventory and the overall decrease in gross
margins due to the decline in the aviation market as a whole.

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GROSS PROFIT. Gross profit decreased from $2.7 million or 26.5% of net sales for
the three months ended September 30, 2000 to $0 gross margin or 0.0% of net
sales for the three months September 30, 2001, a decrease of $2.7 million or
100.0%. The decrease in gross profit dollars and percentage of net sales is due
to the substantial increase in inventory reserves of $1.3 million and pricing
pressures due to the overall industry slowdown.

SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses
consisted primarily of wages and commission expense, bad debt expense, rent
expense, professional fees, consulting expenses and travel expenses. The
Company's selling and administrative expense increased from $1.5 million for
the three months ended September 30, 2000 to $2.5 million for three months
ended September 30, 2001, an increase of $.9 million or 60.3%. This increase
is due primarily to a significant increase in the Company's allowance for bad
debt caused by customers' financial condition deteriorating as a result of
the slow-down in the aviation industry. The Company's bad debt reserve was
increased by $866,000 in the three month period ended September 30, 2001.
This increase is primarily attributable to three customers. One of these
customers has filed for bankruptcy protection. The Company has reserved for
47% of this customer's total amount outstanding. The remainder of the
balance was insured and the Company has filed an insurance claim to receive
payment. The Company has increased its reserve for the other two customers'
accounts to approximately 10% of the outstanding balance. The remainder of
the increase reflects the increased risk the Company faces due to the
deteriorating economic conditions within the aviation industry.

INCOME FROM OPERATIONS. The Company had income from operations of $.3 million
for the three months ended September 30, 2000 compared to a loss from operations
of $2.5 million for the three months ended September 30, 2001, a decrease of
$2.8 million or 982.0%. The decrease in operating income is due to the decrease
in gross margins and increases in selling and administrative expenses.

INTEREST EXPENSES. Net interest expense decreased from $853,000 for the three
months ended September 30, 2000 to $746,000 for the three months ended September
30, 2001. This decrease was due to decreases in the Company's lending rate
experienced in the third quarter.

NET LOSS. The Company had a net loss of $570,000 for the three months ended
September 30, 2000 compared to a loss of $3.2 million for the three months ended
September 30, 2001, due to the foregoing factors.

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The following table sets forth certain information relating to the Company's
operations for the nine months ended September 30, 2001 and 2000 (dollars in
thousands):

<Table>
<Caption>
NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2001 2000
---- ----

Net sales $ 24,647 100.0% $ 28,385 100.0%
Cost of sales 21,707 88.1% 21,113 74.4%
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Gross profit 2,940 11.9% 7,272 25.6%

Selling and administrative expenses 7,005 28.4% 4,564 16.1%
Settlement Fine -- 0.0% 642 3.0%
Non-recurring expenses -- 0.0% 238 0.8%
-------- ----- -------- -----
Income (loss) from operations (4,065) (16.5%) 1,828 6.4%

Interest expense, net 2,294 9.3% 2,259 8.0%
Other income -- 0.0% 5 0.0%
-------- ----- -------- -----

Loss before provision for income taxes (6,359) (25.8%) (426) (1.5%)

Provision for income taxes 3 0.0% -- 0.0%
-------- ----- -------- -----
Net loss $ (6,362) (25.8%) $ (426) (1.5%)
======== ===== ======== =====
</Table>

NET SALES. Net sales were $28.4 million for the nine months ended September 30,
2000 and $24.6 million for the nine months ended September 30, 2001. The
decrease in sales are due primarily to the industry slowdown the aviation
industry has experienced in the second and third quarter of 2001. There have
been substantial changes in the Company's customer base due to the overall
decline in the aviation industry. The Company has increased its market share in
South America and has incurred slowdowns in its European sales.

COST OF SALES. Cost of sales increased from $21.1 million for the nine months
ended September 30, 2000 to $21.7 million for the nine months ended September
30, 2001, an increase of $594,000 or 2.8%. This increase was primarily
attributable to pricing pressures due to the industry slow-down realized in the
second and third quarter of 2001 and substantial increases in the Company's
reserves for inventories of approximately $1.3 million.

GROSS PROFIT. Gross profit decreased from $7.3 million or 25.6% of net sales for
the nine months ended September 30, 2000 to $2.9 million or 11.9% of net sales
for the nine months September 30, 2001, a decrease of $4.3 million or 64.4%. The
decrease in gross profit dollars and percentage of net sales is due to the
substantial increase in inventory reserves and pricing pressures due to the
overall industry slowdown.

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$1,047,000 caused by customers financial status deteriorating through the
aviation industry slow-down, professional fees and travel expenses as the
Company has tried to increase sales through new distribution channels. The
Company's bad debt reserve was increased by $1,047,000 in the nine month
period ended September 30, 2001. This increase is primarily attributable to
the third quarter charge of $866,000. This increase is primarily
attributable to three customers. One of these customers has filed for
bankruptcy protection. The Company has reserved for 47% of this customer's
total amount outstanding. The remainder of the balance was insured and the
Company has filed an insurance claim to receive payment. The Company has
increased its reserve for the other two customers' accounts to approximately
10% of the outstanding balance. The remainder of the increase reflects the
increased risk the Company faces due to the deteriorating economic conditions
within the aviation industry.

INCOME FROM OPERATIONS. The Company had income from operations of $1.8 million
for the nine months ended September 30, 2000 compared to a loss from operations
of $4.1 million for the nine months ended September 30, 2001. The loss from
operations is due to the decrease in gross margins and increases in selling and
administrative expenses.

INTEREST EXPENSES. Interest expense was $2.3 million for the nine months ended
September 30, 2000 and $2.3 million for the nine months ended September 30,
2001. The Company experienced greater use of its line of credit which was offset
by decreases in the Company's lendor's lending rate.

NET LOSS. The Company had a net loss of $426,000 for the nine months ended
September 30, 2000 compared to a loss of $6.4 million for the nine months ended
September 30, 2001, due to the foregoing factors.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash flows from operating activities used $7.6 million and
provided $375,000 in the nine months ended September 30, 2000 and 2001,
respectively. The largest cash uses in the 2000 period were an increase in
accounts receivable of $5.5 million, an increase in inventory of $3.3 million
which includes a bulk purchase of $3.6 million, offset by an increase in
accounts payable and checks issued not yet presented for payment totalling $1.3
million. For the 2001 period, cash was provided by operating activities
primarily from increases in accounts payable of $1.1 million and a decrease in
inventory (predominantly due to increased excess, obsolete and lower of cost or
market reserves) and accounts receivable of $3.2 million and $2.7 million,
respectively.

The 2000 financing activities provided cash of $7.7 million, primarily resulting
from an increase in line of credit borrowings. The 2001 financing activities
used $305,000 of cash due to principal payments on long-term debt and capital
leases of $486,000 and $9,000, respectively, offset by a $190,000 increase on
the Company's line of credit borrowings.

The Company had a working capital deficit of $20.2 million and $17.3 million as
of September 30, 2001 and December 31, 2000, respectively. This was primarily
due to increases in borrowings on the Company's line of credit and accounts
payable resulting from the cash requirements for increases in the Company's
operating losses and increases in the Company's reserves for excess and obsolete
inventory and bad debts.

On February 23, 2000, the Company amended its Credit Facility with GMAC to
extend the loan maturity date to June 24, 2010. In conjunction with this
amendment, GMAC was issued 208,762 warrants. These warrants and 126,600 warrants
issued to GMAC in 1998 gave GMAC warrants equal to 9.9% of the outstanding stock
of the Company or 335,362 warrants. The exercise price of the warrants is $.25
and the warrants expire on February 28, 2010. The fair value of the total
warrants issued to GMAC was determined to be $818,283 and such warrants are
being amortized to interest expense over a ten year period beginning in 2000.

As a condition for the extension of the credit facility, the Company entered
into a $2,000,000 promissory note, due in a balloon payment on the earlier of
February 1, 2010, or if the Company's stock reaches a $6 per share value over 10
consecutive days, or the occurrence of one of several events, none of which have
occurred. The $2,000,000 has been reflected as debt issue costs in the
accompanying Consolidated balance sheet and is being amortized to interest
expense over the term of the promissory note. The note bears interest at GMAC's
Alternate Base Rate and interest is payable semi-annually.

On September 12, 2000 the Company received approval from GMAC for a $10

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million working capital line to finance the purchase of inventory related to the
servicing of the Company's contracts with major foreign airlines. The Company
implemented the use of this line in October, 2000 which is guaranteed by the
export-import Bank of the United States the official export credit agency of the
U.S. government and which carries an interest rate of Prime plus 1%. The working
capital line is used in conjunction with the Company's $26.8 million Credit
Facility.

The Company's long-term debt consists of the following at September 30, 2001:
(i) term loan of $500,000 to GMAC, due in quarterly principal installments of
$125,000 with an interest rate of 2.0 percent above the lenders alternate base
rate; (ii) note payable of $100,000 to the founder of the Company (iii) capital
lease obligations of $12,670, (v) settlement fee debt of $496,230, (vi) note
payable of $300,000 to corporations' and (vii) note payable of $2,000,000 to
GMAC, due in February 2010.

The Company's credit facility with GMAC is an asset-based line of credit secured
by accounts receivable and inventory and is the primary source for the Company
to finance its operations and growth. At September 30, 2001 the balance on the
credit facility was $23,882,245. The Company may need to increase its capital
base in order to continue to meet its growth objectives. There can be no
assurance that such additional capital will be available on a timely basis or at
acceptable terms.

See note 2 to the consolidated financial statements included in this form 10-Q
regarding realization of assets and steps management has taken with respect to
its operations and financing requirements.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company is involved in certain legal and administrative proceedings and
threatened legal and administrative proceedings arising in the normal course of
its business. While the outcome of such proceedings and threatened proceedings
cannot be predicted with certainty, management believes the ultimate resolution
of these matters individually or in the aggregate will not have a material
adverse effect on the Company. Also, see Note 3 to the consolidated financial
statements in Part I.

Item 2. CHANGES IN SECURITIES

Not Applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES

None

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None

Item 5. OTHER INFORMATION

None

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Item 6. EXHIBITS AND REPORTS ON FORM 8-K

<Table>
<Caption>
(a) Exhibits

3.1 Amended and Restated Certificate of Incorporation of the Registrant. (1)
3.2 Bylaws, as amended, of the Registrant. (1)
3.3 Amendment to Amended and Restated Certificate of Incorporation of the Registrant. (1)
4.1 Specimen Common Stock Certificate. (1)
9.1 Voting Trust Agreement, dated November 17, 1997, by and among Osamah Bakhit, Aviation Distributors, Inc.,
and Dirk O. Julander, as trustee. (2)
10.2 1996 Stock Option and Incentive Plan. (1)
10.3 Aircraft Purchase Agreement, dated August 8, 1995, by and between Alia The Royal Jordanian Airlines and
Aviation Distributors, Inc.. (1)
10.4 Credit and Security Agreement, dated June 25, 1997, by and between Aviation Distributors, Inc. and BNY
Financial Corporation.(3)
10.5 Amendment dated December 15, 1999 between the Company and GMAC
Commercial Credit LLC to the June 25, 1997 Credit and Security
Agreement between the company and BNY Financial Corporation,
including related Common Stock Purchase Warrant for 335,362 shares
dated February 28, 2000 issued to GMAC Commercial Credit LLC.(4)
10.6 Amended and Restated Employment Agreement, dated as of July 16, 1996, by and between Osamah S. Bakhit and
Aviation Distributors, Inc. (1)
10.7 Employment Agreement, dated as of January 5, 2000 by and between William D. King and Aviation
Distributors, Inc.. (4)
10.8 Employment Agreement, dated as of July 16, 1996, by and between Jeffrey G. Ward and Aviation
Distributors, Inc. (1)
10.9 Amendment to Employment Agreement, dated November 17, 1997, by and between Osamah S. Bakhit and Aviation
Distributors, Inc.(3)
10.10 Lease, dated as of July 9, 1997, by and between Olen Properties Corp. and Aviation Distributors, Inc. (3)
10.11 Amended and Restated Promissory Note from Osamah S. Bakhit to Aviation Distributors, Inc., dated as of
December 31, 1995. (1)
10.12 Form of Indemnity Agreement. (1)
10.13 Promissory Note between Aviation Distributors, Inc. and Osamah S. Bakhit, dated December 31, 1996. (1)
10.16 Employment Agreement dated as of June 1, 1998 by and between Gary L. Joslin and Aviation Distributors,
Inc. (4)
</Table>

(1) Filed with the Company's Registration Statement on Form SB-2
dated March 3, 1997.

(2) Filed with the Company's Current Report on Form 8-K dated
August 29, 1997.

(3) Filed with the Company's Registration Statement on Form 10-KSB
dated April 20, 1998.

(4) Filed with the Company's Form 10-KSB dated April 11, 2000

(b) Reports on Form 8-K.

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SIGNATURES

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

Date September 30, 2001 AVIATION DISTRIBUTORS, INC.
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By: /s/ Gary L. Joslin
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Gary L. Joslin
Chief Financial Officer
and Director (Principal
Accounting Officer)