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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 22, 2006
Global Aircraft Solutions, Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-28575 84-1108499
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
P.O. Box 23009 Tucson, AZ 85734
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(Address of principal executive offices)
(520) 294-3481
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)).
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-14(c).
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS - This report and the exhibit
or exhibits attached hereto contain forward looking statements made in reliance
upon the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, including, without limitation, statements as to expected and estimated
revenues and earnings, and other good faith expectations and beliefs of
management, which are subject to inherent uncertainties which are difficult to
predict, and may be beyond the ability of the Company to control.
Forward-looking statements are made based upon management's expectations and
belief concerning future developments and their potential effect upon the
Company. There can be no assurance that future developments will be in
accordance with management's expectations or that the effect of future
developments on the Company will be those anticipated by management.
The words "believes," "expects," "intends," "plans," "anticipates," "hopes,"
"likely," "will," and similar expressions identify such forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company or its subsidiaries or industry
results, to differ materially from future results, performance or achievements
expressed or implied by such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements which reflect management's view only as of the date of this Form 8-K.
The Company undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements which may be made to reflect
events or circumstance after the date hereof or to reflect the occurrence of
unanticipated events, conditions or circumstances. For additional information
about risks and uncertainties that could adversely affect the Company's
forward-looking statements, please refer to the Company's filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2005, the Company's Form 10-Q for the
quarter ended March 31, 2006, the Company's Form 10-Q for the quarter ended June
30, 2006 and the Company's Form 10-Q for the quarter ended September 30, 2006.
ITEM 2.02. Results of Operations and Financial Condition
On November 17, 2006, Global Aircraft Solutions, Inc. (the "Company") filed its
10Q for the fiscal quarter ended September 30, 2006 and conducted a conference
call on November 17, 2006 discussing its financial performance and results of
operations for fiscal quarter ended September 30, 2006. A copy of the transcript
of this conference call is attached hereto as Exhibit 99.1.
The information contained herein and in the accompanying Exhibit shall not be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing, unless expressly incorporated by specific reference to such filing. The
information furnished in this report on Form 8-K, including Exhibit 99.1, shall
be deemed to be "furnished" and therefore shall not be deemed to be "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange
Act"), or otherwise subject to the liabilities of that section or Sections 11
and 12(a)(2) of the Securities Act of 1933, as amended.
The transcript contains discussions of EBITDA (earnings before interest, taxes,
depreciation and amortization-adds depreciation and amortization to income)
which is a non-GAAP financial measure. For purposes of Regulation G, a non-GAAP
financial measure is a numerical measure of a registrant's historical or future
financial performance, financial position or cash flows that excludes amounts,
or is subject to adjustments that have the effect of excluding amounts, that are
included in the most directly comparable measure calculated and presented in
accordance with GAAP in the statement of income, balance sheet or statement of
cash flows (or equivalent statements) of the issuer; or includes amounts, or is
subject to adjustments that have the effect of including amounts that are
excluded from the most comparable measure so calculated and presented. In this
regard GAAP refers to generally accepted accounting principles in the United
States. The Company reports this financial calculation because it is (i) useful
to investors and other users of our financial information in evaluating
operating financial performance; (ii) a common benchmark used by investors to
evaluate and determine current operating expense efficiency and operating
profitability on a more variable cost basis by excluding the depreciation and
amortization expenses related primarily to capital expenditures and acquisitions
that occurred in prior years; and (iii) the Company believes that these non-GAAP
measures enhance an investor's overall understanding of our financial
performance by reconciling more closely to the actual cash expenses of the
Company in it's operations as well as excluding expenses that in management's
view are unrelated to our core operations, the inclusion of which may make it
more difficult for investors and financial analysts reporting on the Company to
compare our results from period to period. The comparable GAAP reconciliation is
the earnings reported in the Company's financial statements that are prepared in
accordance with GAAP. EBITDA is a measure from GAAP earnings by adding back the
interest, taxes, depreciation and amortization. Non-GAAP financial measures
should not be considered in isolation from, or as a substitute for, financial
information presented in compliance with GAAP, and non-GAAP financial measures
as reported by the Company may not be comparable to similarly titled items
reported by other companies.
ITEM 7.01. REGULATION FD DISCLOSURE
The information included in Item 2.02 of this Form 8-K, including the transcript
attached as Exhibit 99.1, is incorporated by reference into this Item 7.01 in
satisfaction of the public disclosure requirements of Regulation FD. This
information is "furnished" and not "filed" for purposes of Section 18 of the
Securities and Exchange Act of 1934, or otherwise subject to the liabilities of
that section. It may be incorporated by reference in another filing under the
Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and
to the extent that, such subsequent filing specifically references the
information incorporated by reference herein.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit
No. Document
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99.1 Transcript of November 17, 2006 Conference Call discussing financial
performance and results of operations for fiscal quarter ended
September 30, 2006
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 hereunto duly authorized.
Date: November 22, 2006
Global Aircraft Solutions, Inc.
(Registrant)
By: /s/ John Sawyer
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Name: John Sawyer
Title: President