UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12

GLOBAL AIRCRAFT SOLUTIONS, 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)(4) and 0-11.

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

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Persons who are to respond to the collection of information
contained in this form are not required to respond unless
SEC 1913 (11-01) the form displays a currently valid OMB control number.

GLOBAL AIRCRAFT SOLUTIONS

August __, 2007

Dear Stockholder:

We cordially invite you to attend Global Aircraft Solution, Inc.'s Annual
Meeting of Stockholders to be held on August 29, 2007. Enclosed are General
Instructions, Notice of Annual Meeting, Proxy Statement, a Form of Proxy, and an
Annual Report to Stockholders. The meeting will commence at 12:00 PM Pacific
Daylight Savings Time at the J.W. Marriott Starr Pass Resort, 3800 Starr Pass
Blvd., Tucson, AZ 85745, phone 520-792-3500.

At the meeting we will ask stockholders (i) to elect two (2) persons to serve
your Company as members of its Board of Directors; (ii) ratify Moss Adams, LLP
as the independent registered public accounting firm for the Company for fiscal
2006 through July 2, 2007; (iii) ratify Daszkal Bolton, LLP as the new
independent registered public accounting firm for the Company as of July 2,
2007; (iv) approve the Company's 2007 Stock Compensation Plan; and (v) to act
upon such other matters as may properly come before the meeting.

We value your participation and encourage you to vote your shares on the matters
expected to come before the Annual Meeting. Please follow the instructions on
the enclosed proxy to ensure representation of your shares at the meeting. In
order to better enable us to keep you up-to-date with Company developments and
announcements electronically you may, at your option, provide the Company with
your e-mail address.

Sincerely,

/s/ Ian Herman

Ian Herman
Chairman of the Board of Directors
And Chief Executive Officer

GLOBAL AIRCRAFT SOLUTIONS (OTCBB:GACF)
6901 S. Park Avenue, Tucson AZ 85706 U.S.A.
PHONE (520) 294-3481 FAX (520) 741-1430

TABLE OF CONTENTS

Page

Purpose of Meeting 1
Instructions 2
Corporate Governance 4
Proxy Item No. 1 - Election of Directors 5
Independence of Directors 6
Compensation of Directors 8
Committees of the Board 8
Audit Committee 9
Audit Committee Report 9
Audit Fees 12
Compensation Committee 13
Compensation Committee Report 13
Compensation Discussion and Analysis 14
Proposal & Proxy Item No. 2 - Ratification of Moss Adams, LLP
as Independent Auditors 19
Proposal & Proxy Item No. 3 - Ratification of Daszkal Bolton,
LLP as Independent Auditors 20
Proposal & Proxy Item No. 4 - Approval of Company's 2007 Stock
Compensations Plan 21
Security Ownership of Certain Beneficial Owners & Management 25
Directors and Executive Officers 27
Section 16(a) Beneficial Ownership Reporting Compliance 28
Stock Performance 28
Stock Performance Graph and Table 28
2007 Stockholder Proposals 29
Other Matters 29
2008 Stockholder Proposals 29
Annual Report 29
Other Information 29
Form of Proxy Card 42

APPENDICIES

A - Audit Committee Charter 30
B - 2007 Stock Compensation Plan 34

GLOBAL AIRCRAFT SOLUTIONS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held August 29, 2007
--------------------------

To the Stockholder Addressed:

Global Aircraft Solutions, Inc. (the "Company") will hold its Annual Meeting of
Stockholders at 12:00 PM Pacific Daylight Savings Time on August 29, 2007, at
the J.W. Marriott Starr Pass Resort, 3800 Starr Pass Blvd., Tucson, AZ 85745,
phone 520-792-3500, for the following purposes:

1. To elect Two (2) Directors to serve three year terms until the 2010
annual meeting of stockholders and thereafter until their successors
have been duly elected and qualify;
2. To ratify Moss Adams LLP as the independent registered public
accounting firm for the Company for fiscal year ended December 31,
2006 through July 2, 2007;
3. To ratify Daszkal Bolton, LLP as the new independent registered public
accounting firm for the Company as of July 2, 2007;
4. To approve the Company's 2007 Stock Compensation Plan; and
5. To act upon such other matters as may properly come before the
meeting.

The record date for the determination of stockholders entitled to vote at the
meeting is July 13, 2007, and only stockholders of record at the close of
business on that date will be entitled to vote at the meeting and any
adjournment thereof.

Whether or not you plan to attend the stockholders' meeting, please follow the
instructions on the enclosed proxy to ensure representation of your shares at
the meeting. You may revoke your proxy at any time prior to the time it is
voted.

By Order of the Board of Directors,

/s/ Ian Herman

IAN HERMAN
Chairman and CEO

GLOBAL AIRCRAFT SOLUTIONS (OTCBB:GACF)
6901 S. Park Avenue, Tucson AZ 85706 U.S.A.
PHONE (520) 294-3481 FAX (520) 741-1430

GLOBAL AIRCRAFT SOLUTIONS

6901 S. Park Ave.
Tucson, Arizona 85706
www.globalaircraftsolutions.com

---------------
PROXY STATEMENT
---------------

Preliminary

This proxy statement is being furnished to stockholders in connection with the
solicitation of proxies by the Board of Directors of Global Aircraft Solutions,
Inc. (the "Company") for use at the Company's 2007 Annual Meeting of
Stockholders, to be held at 12:00 PM Pacific Daylight Savings Time, on August
29, 2007, and any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders and described in detail
herein. The meeting will be held at the J.W. Marriott Star Pass Resort, 3800
Starr Pass Blvd., Tucson, AZ 85745, phone 520-792-3500. This proxy statement and
the accompanying proxy card will be first mailed to the stockholders on or about
August 1, 2007. The cost of the solicitation will be borne by the Company.

Annual Report

We are enclosing our Annual Report to Shareholders for the year ended December
31, 2006 with these proxy materials. We may submit additional financial and
other reports at the Annual Meeting, but we do not intend to take any action
relating to those reports.

PURPOSE OF MEETING

At the meeting, the Board of Directors will ask stockholders (1) to elect two
(2) directors who will serve until the 2010 annual meeting of stockholders and
thereafter until their successors are duly elected and qualify; (2) ratify Moss
Adams, LLP as the independent registered public accounting firm for the Company
for fiscal 2006 through July 2, 2007; (3) ratify Daszkal Bolton, LLP as the new
independent registered public accounting firm for the Company as of July 2,
2007; and (4) approve the Company's 2007 Stock Compensation Plan. In addition,
the stockholders will act upon such other matters as may properly come before
the meeting.

There will also be an address by the Chairman of the Board of Directors, Chief
Executive Officer of the Company, and President and a general discussion period
during which stockholders will have an opportunity to ask questions about the
Company's business.

All properly executed proxies will be voted in accordance with the instructions
given thereby. If no choice is specified, proxies will be voted for (i) the
election to the Board of Directors of the two (2) persons named elsewhere in
this proxy statement; (ii) the ratification of Moss Adams, LLP as the
independent registered public accounting firm for the Company for fiscal year
ending 2006 through July 2, 2007; and (iii) the ratification of Daszkal Bolton,
LLP as the new independent registered public accounting firm for the Company as
of July 2 2007. Specific instructions must be provided for proxy voting with
respect to Proposal 4. If no instructions are specified with respect to Proposal
4, no vote will be cast for this item.

About the Meeting

Who is entitled to Vote?

Only record holders of our common stock at the close of business on July 13,
2007, the record date, are entitled to vote at the Annual Meeting. Global's
authorized stock includes 100,000,000 shares of Common Stock and 5,000,000
shares of preferred stock. No preferred stock is issued and outstanding. As of
July 13, 2007, the record date, there were 40,061,301 shares of the Company's
Common Stock issued and outstanding and entitled to one vote each at the Annual
Meeting. Cumulative voting in the election of Directors is not allowed.

How do I Vote?

Voting by mail. If you are a shareholder of record, you may vote by signing,
dating and returning your proxy card. The proxy holders will vote your shares in
accordance with your directions. If you sign and return your proxy card, but do
not properly direct how your shares should be voted on a proposal, the proxy
holders will vote your shares "FOR" Proposals 1, 2, & 3. If you sign and return
your proxy card, the proxy holders will vote your shares according to their
discretion on any other proposals and other matters that may be brought before
the Annual Meeting. However, since Proposal 4 is a non-routine item, your shares
will not be voted for this Proposal 4 unless you provide specific voting
instructions. We are not aware of any other matters that will be brought before
the Annual Meeting other than Proposals 1, 2, 3 & 4.

If you hold shares in an account through a broker or other nominee in "street
name", you should complete, sign and date the voting instruction card provided
to you by your broker or nominee.

Voting in Person. All shareholders may vote in person at the Annual Meeting.
Shareholders of record may also be represented by another person present at the
Annual Meeting by signing a proxy designating such person to act on your behalf.
If you hold shares through a broker or nominee, you may vote in person at the
Annual Meeting only if you have obtained a signed proxy from your broker or
nominee giving you the right to vote your shares.

What are the voting recommendations of the Board of Directors?

The Board of Director recommends that you vote:

o "FOR" the 2 nominees for directors (Proposal 1);
o "FOR" ratifying the appointment of Moss Adams, LP as Global Aircraft
Solutions, Inc.'s independent registered public accounting firm for
fiscal year ending 2006 through July 2, 2007 (Proposal 2);
o "FOR" ratifying the appointment of Daszkal Bolton, LP as Global
Aircraft Solutions, Inc.'s independent registered public accounting
firm as of July 2, 2007 (Proposal 3); and
o "FOR" approval of the Company's 2007 Stock Compensation Plan (Proposal
4).

What constitutes a quorum for the Annual Meeting?

A "quorum" of shareholders is necessary for us to hold a valid Annual Meeting.
For a quorum, there must be present, in person or by proxy, shareholders of
record entitled to exercise not less than fifty percent of the voting power of
Global Aircraft Solutions, Inc.

Proxy cards marked as withholding authority, as well as proxy cards containing
abstentions and "broker non-votes", will be treated as present for purposes of
determining a quorum. A "broker non-vote" occurs when a broker or other nominee
holding shares for a beneficial owner does not vote on a particular
"non-routine" proposal because the broker or nominee does not have discretionary
voting power for that proposal and has not received voting instructions from the
beneficial owner. If you are a beneficial owner and a broker holds your shares,
it is expected that your broker will be permitted to vote your shares on
Proposals 1, 2 and 3 even if your broker does not receive voting instructions
from you. Your broker will only be able to vote your shares on Proposal 4 if the
Broker receives specific voting instructions from you.

What vote is required to approve each proposal?

Election of Directors (Proposal 1). Pursuant to the Certificate of Incorporation
of the Company, Directors shall be elected by plurality vote. Accordingly, the
two (2) director nominees receiving the greatest number of votes will be
elected. A proxy card marked as abstaining with respect to this proposal will be
counted for quorum purposes, but will not be counted as a vote cast, and
therefore will have no effect on the vote. Cumulative voting in the election of
Directors is not allowed.

Ratification of Moss Adams, LLP (Proposal 2).

Proposal 2 requires the affirmative vote of the holders of a majority of the
shares present, in person or by proxy, and entitled to vote on this proposal. To
be ratified as the independent accounting firm for the Company for fiscal 2006,
through July 2, 2007, the proposal must receive the affirmative vote of a
majority of the votes cast. A proxy card marked as abstaining with respect to
this proposal will be counted for quorum purposes, but will not be counted as a
vote cast, and therefore will have no effect on the vote.

Ratification of Daszkal Bolton, LLP (Proposal 3)

Proposal 3 requires the affirmative vote of the holders of a majority of the
shares present, in person or by proxy, and entitled to vote on this proposal. To
be ratified as the independent accounting firm for the Company as of July 2,
2007, the proposal must receive the affirmative vote of a majority of the votes
cast. A proxy card marked as abstaining with respect to this proposal will be
counted for quorum purposes, but will not be counted as a vote cast, and
therefore will have no effect on the vote.

Approval of 2007 Stock Compensation Plan (Proposal 4)

Proposal 4 requires the affirmative vote of the holders of a majority of the
shares present, in person or by proxy, and entitled to vote on this proposal. To
approve the 2007 Stock Compensation Plan, the proposal must receive the
affirmative vote of a majority of the votes cast. If no instructions are
specified with respect to Proposal 4, no vote will be cast for this item. Your
broker will only be able to vote your shares on Proposal 4 if the Broker
receives specific voting instructions from you. A proxy card marked as
abstaining with respect to this proposal and any broker non-votes with respect
to this proposal will be counted for quorum purposes, but will not be counted as
a vote cast, and therefore will have no effect on the vote.

Other Items. All other proposals and other business as may properly come before
the Annual Meeting require the affirmative vote of a majority of the votes cast,
except as otherwise required by statute or our Amended Articles of
Incorporation. The Company does not know of any matters to be acted upon at the
meeting other than the four (4) matters described in this proxy statement.

Can I revoke or change my vote after I submit my proxy?

Yes. You can revoke or change your vote before the proxy holders vote your
shares by timely:

o giving a revocation to our General Counsel/Secretary in writing, in a
verifiable communication or at the Annual Meeting;
o returning a later signed and dated proxy card;
o entering a new vote by telephone; or
o voting in person at the Annual Meeting.

How can I attend the Annual Meeting?

You are entitled to attend the Annual Meeting only if you were a shareholder as
of the close of business on July 13, 2007, the record date. We may ask you to
present valid photo identification to enter the Annual Meeting.

CORPORATE GOVERNANCE

We have a long history of good corporate governance practices that has greatly
aided our long-term success. The Board of Directors and management have
recognized for many years the need for sound corporate governance practices in
fulfilling their respective duties and responsibilities to shareholders.

Corporate Governance Guidelines. The Board of Directors has adopted Corporate
Governance Guidelines, which provide the framework for the governance of our
company. The Board of Directors reviews our Corporate Governance Guidelines at
least annually. From time to time, the Board of Directors may revise our
Corporate Governance Guidelines to reflect new regulatory requirements and
evolving corporate governance practices.

Business Ethics Policy. We have operated under a Business Ethics Policy for many
years and are committed to conducting business in an ethical and legal manner
throughout the world. Our Business Ethics Policy applies to all of our
directors, officers and employees and outlines the broad principles of ethical
and legal conduct embraced by Global and it's subsidiaries to guide our business
related conduct. Under our Business Ethics Policy, any director or employee who
reasonably believes or suspects that Global or any of it's subsidiaries or any
director or employee has or is engaging in improper or illegal activities, fraud
or activities that appear to be inconsistent with or in violation of the
Business Ethics Policy is responsible for reporting such activities. We do not
permit retaliation of any kind against any person who, in good faith, reports
any known or suspected improper activities pursuant to the Business Ethics
Policy.

Our Business Ethics Policy includes additional ethical obligations for our
senior financial management (which includes our chief executive officer, our
chief financial officer, and the principal financial and accounting personnel in
our operating groups and corporate departments). Our senior financial management
is responsible for creating and maintaining a culture of high ethical standards
throughout our company to ensure the fair and timely reporting of our financial
results and financial condition.

Communications with Directors. The Board of Directors has adopted a process by
which shareholders and other interested parties may communicate with the
non-management directors or the chairperson of any of the committees of the
Board of Directors by e-mail or regular mail. You may send communications by
e-mail to dhamilton@hamaerotech.com. You may also send communications by regular
mail to the attention of the Chairperson, Audit Committee; Chairperson,
Compensation Committee; or Chairperson, Nominating and Corporate Governance
Committee; or to the non-management directors as a group to the Non-Management
Directors, each c/o Corporate Secretary, Global Aircraft Solutions, Inc., 6901
S. Park Ave., Tucson, AZ 85706.

Global's management will review all communications received to determine whether
the communication requires immediate action. Management will pass on all
communications received, or a summary of such communications, to the appropriate
director or directors.

Complaint Procedures for Accounting, Auditing and Financial Related Matters. The
Audit Committee has established procedures for receiving, retaining and treating
complaints from any source regarding accounting, internal accounting controls
and auditing matters. The Audit Committee has also established procedures for
the confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters. Interested parties may communicate
such complaints by following the procedures described under the heading
"Communications with Directors," above. Employees may report such complaints by
following the procedures outlined in the Business Ethics Policy or the company's
Whistleblower Policy. We do not permit any retaliation of any kind against any
person who, in good faith, submits a complaint or concern under these
procedures.

Independence of Directors. Under our Director Independence Standards as set
forth above, 4 of our current 6 directors are independent and both of our two
director nominees are independent. In addition, all members of the Audit
Committee, the Compensation Committee, and the Nominating and Corporate
Governance Committee are independent.

Board Committee Charters. The Board of Directors has adopted written charters
for the Audit Committee, the Compensation Committee and the Nominating and
Corporate Governance Committee. Each committee reviews and evaluates the
adequacy of its charter at least annually and recommends any proposed changes to
the Board of Directors for approval.

Availability of Corporate Governance Materials. You may access all committee
charters, our Corporate Governance Guidelines, our Director Independence
Standards, our Business Ethics Policy, and other corporate governance materials
in the "Corporate Governance" section on the "Investor Relations" page of our
website at http://www.globalaircraftsolutions.com/. You also may receive copies
without charge by writing to us at: Global Aircraft Solutions, Inc., 6901 S.
Park Ave., Tucson, AZ 85706 Attention: Investor Relations.

PROPOSAL AND PROXY ITEM NO. 1 -- ELECTION OF DIRECTORS

The Board of Directors of the Company is currently composed of six individuals.
At the 2006 Annual Meeting, the shareholders voted to stagger the terms of the
Board of Directors so that two of the six Board positions are open for election
at each Annual Meeting. Each Board member is elected to serve a three year term
which is staggered as previously set forth. The following nominees are
independent and there are no family relationships among the director nominees,
other directors or executive officers of the Company.

Each of the nominees has agreed to serve if elected. If any nominee declines or
is unable to accept such nomination or is unable to serve, an event which we do
not expect, the Board of Directors reserves the right in its discretion to
substitute another person as a nominee or to reduce the number of nominees. In
this event, the proxy holders may vote in their discretion for any substitute
nominee proposed by the Board of Directors unless you indicate otherwise.

The following are the nominees for election at the 2007 Annual Meeting of
Shareholders:

1) Board of Director Member and Nominee Gordon D. Hamilton is nominated
for election at the Annual Meeting for a three (3) year term;
2) Board of Director Member and Nominee Michael Hannley is nominated for
election at the Annual Meeting for a three (3) year term;

Unless otherwise directed by the persons giving proxies, the proxy holders
intend to vote all shares for which they hold proxies for the election of Gordon
Hamilton and Michael Hannley as Directors.

Information of Director Nominees

Gordon Hamilton, Age 53
- -----------------------

Mr. Hamilton has been a Director since September 2000. Gordon is the son of
Hamilton Aviation founder, Gordon B. Hamilton, and literally grew up in the
aviation business. Mr. Hamilton joined Hamilton Aviation full time as Vice
President, Marketing after graduating with honors from the University of Chicago
in 1978 with a BA in Tutorial Studies. Gordon became President and Chief
Executive Officer of Hamilton Aviation in 1993; a position that he held until
2003.

Michael Hannley, Age 58
- -----------------------

Mr. Hannley was appointed as a Director by Consent of Shareholders on July 17,
2007. Mr. Hannley is a local Tucsonan with 35 years of banking experience and is
the President and CEO of the Bank of Tucson which he founded in 1996. From
August 1986 until December 1995, Mr. Hannley was the Senior Vice President for
National Bank of Arizona. From May 1981 until June 1986, Mr. Hannley was
employed by Great American Savings, he was the Divisional Vice President
beginning in May 1981 and assumed the duties of Senior Vice President
Administration in June 1986. Prior to his employment with Great American
Savings, Mr. Hannley was employed as the Regional Vice President of Southern
Arizona Bank/First Interstate Bank from July 1972 through May 1981.

Mr. Hannley presently serves on the following corporate and community Board of
Directors: Capitol Bancorp Limited (a multi-state bank holding company);
University of Arizona Foundation - Vice Chair; Tucson Airport Authority; Bank of
Santa Barbara; American Bankers Association; Pima County Trust Fund Board of
Trustees; University of Arizona Intercollegiate Athletics Rebounders Board; DM
50; the Assistance League of Tucson, Inc. Community Advisory Committee;
University of Arizona Department of Biochemistry and Molecular Biophysics Board
of advisors; and Tucson Symphony Women's Association Community Advisory Board.
In addition to Mr. Hannley's current service as a Board member of the preceding
organizations, he is or was affiliated with the following organizations: 2004
Tucson United Way Campaign Chair; YMCA Youth Foundation; Davis-Monthan's
Honarary Squadron Commander Program; University of Arizona Eller College
Associates; Tucson Conquistadores Life Member; St. Mary's Hospital Foundation -
Past Director; St. Mary's Hospital Centurions Life Member; Tucson General
Hospital Past Board Trustee; American Heart Association - Past Director;
Southern Arizona Community Foundation - Founding Member; and Tucson Boys Chorus
- - Past President. Mr. Hannley is a graduate of Louisianna Tech University and
the University of Virginia Graduate School of Banking.

Vote Required and Board Recommendation

Pursuant to the Certificate of Incorporation of the Company, Directors shall be
elected by plurality vote. Accordingly, the two (2) director nominees receiving
the greatest number of votes will be elected. A proxy card marked as abstaining
with respect to this proposal will be counted for quorum purposes, but will not
be counted as a vote cast, and therefore will have no effect on the vote.
Cumulative voting in the election of Directors is not allowed.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH DIRECTOR NOMINEE

INDEPENDENCE OF DIRECTORS

The Board of Directors has adopted categorical Director Independence Standards
to assist the Board of Directors in determining the independence of each
director. To be considered independent, the Board of Directors must
affirmatively determine that the director has no material relationship with
Global Aircraft Solutions, Inc. ("Global"), any of it's wholly subsidiaries,
Hamilton Aerospace Technologies, Inc, ("HAT"), World Jet Corporation ("WJ"),
Hamilton Aerospace S.A. de C.V ("HATSACV") or Global Aircraft Leasing Partners,
LLC ("GALP") in which Global possesses a minority membership interest. In each
case, the Board of Directors broadly considers all relevant facts and
circumstances, including the director's commercial, industrial, banking,
consulting, legal, accounting, charitable and familial relationships, and such
other criteria as the Board of Directors may determine from time to time. While
the company is listed on the OTCBB, the Board believes that the definition of
"independence" adopted by the NASDAQ Stock Market (NASDAQ Stock Market Rule
4200) is the appropriate standard by which to measure the independence of board
members. The Director Independence Standards is set forth below.

Definition of Independence

The Board of Directors of Global Aircraft Solutions, Inc. has adopted the
following Director Independence Standards to assist the Board in determining the
independence of a director. To be considered "independent," the Board must
affirmatively determine that the director has no material relationship with the
Company. In each case, the Board shall broadly consider all relevant facts and
circumstances, including the director's commercial, industrial, banking,
consulting, legal, accounting, charitable and familial relationships. The Board
shall also consider such other criteria as the Board may determine from time to
time.

1) In no event will a director be considered "independent" if such director
fails to qualify as an "independent director" under Rule 4200 of NASDAQ. In
addition, a director will not be independent if, within the preceding three
years: (i) the director was employed by the Company; (ii) an immediate family
member of the director was employed by the Company; (iii) the director receives,
or an immediate family member receives, more than $60,000 per year in direct
compensation from the Company, 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); (iv) the
director was employed by or affiliated with the Company's independent auditor;
(v) an immediate family member of the director was employed as a partner,
principal or manager, or employed in any other professional capacity, by the
Company's independent auditor; or (vi) a Company executive officer served on the
compensation committee of a company which employed the director, or which
employed an immediate family member of the director, as an executive officer.

2) In addition to the relationships described in paragraph 1, audit committee
members may not (i) directly or indirectly accept any consulting, advisory or
other compensatory fee from the Company or any of its subsidiaries or (ii) be an
affiliated person of the Company or any of its subsidiaries. Audit committee
members may receive directors' fees, in the form of cash, stock, stock units,
stock options or other consideration ordinarily available to directors, as well
as regular benefits that other directors receive.

3) The following commercial and charitable relationships will not be considered
to be material relationships that would impair a director's independence: (i) if
a Company director is an executive officer or employee of another company that,
during any of the past three years, made payments to, or receives payments from,
the Company for property or services in an amount which, in any single fiscal
year, is less than $1 million or two percent, whichever is greater, of such
other company's annual consolidated gross revenues; (ii) if an immediate family
member of a Company director is an executive officer of another company that,
during any of the past three years, made payments to, or receives payments from,
the Company for property or services in an amount which, in any single fiscal
year, is less than $1 million or two percent, whichever is greater, of such
other company's annual consolidated gross revenues; (iii) if a Company director,
or an immediate family member of such director, is an executive officer of
another company which is indebted to the Company in an amount which is less than
five percent of such other company's total consolidated assets; and (iv) if a
Company director, or an immediate family member of such director, serves as an
officer, director or trustee of a foundation, university, charitable or other
not for profit organization, and the Company's, or the Company's Foundation's
discretionary charitable contributions (the Company's Foundation matching of
employee charitable contributions will not be included in the amount of the
Foundation's contributions for this purpose) to the organization, in the
aggregate, are less than $200,000 or five percent, whichever is greater, of that
organization's latest publicly available annual consolidated gross revenues.

4) For relationships not covered by the categorical standards in paragraphs 1
and 3, the determination of whether the relationship is material or not, and
therefore whether the director would be independent or not, shall be made by the
directors who satisfy the standards set forth in paragraphs 1 and 3. The Company
will explain in the next proxy statement the basis for any board determination
that a relationship is immaterial despite the fact that it does not meet the
categorical standards set forth in paragraphs 1 and/or 3 above.

The Board shall undertake an annual review of the independence of all directors.
In advance of the meeting at which this review occurs, each director shall be
asked to provide the Board with full information regarding the director's
(including immediate family members') business, charitable and other
relationships with the Company to enable the Board to evaluate the director's
independence.

Directors have an affirmative obligation to inform the Board of any material
changes in their circumstances or relationships that may impact their
designation by the Board as "independent". This obligation includes all
business, charitable and other relationships between directors (including
immediate family members) and the Company and its affiliates.

For purposes of these Director Independence Standards, "immediate family member"
includes a person's spouse, parents, children, siblings, mothers and
fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and
anyone (other than domestic employees) who shares such person's home.

Application of Independence Standards
- -------------------------------------

During the Board of Directors' annual review of director independence, the Board
of Directors considers transactions, relationships and arrangements between each
director or an immediate family member of the director and Global, HAT, WJ,
HATSACV and GALP. The Board of Directors also considers transactions,
relationships and arrangements between each director or an immediate family
member of the director and either Global, HAT, WJ, HATSACV and GALP senior
management.

Early this year, the Board of Directors performed its annual director
independence review for 2007. As part of this review, the Board of Directors
considered transactions relationships and arrangements between each director or
immediate family member of each director of either Global, HAT, World Jet, HAT
S.A. de C.V and GALP senior management.

As a result of this review, the Board of Directors determined that 4 of our 6
current directors and director nominees are independent, and all members of the
Audit Committee, the Compensation and the Nominating and Corporate Governance
Committee are independent. The Board of Directors determined that Mr. Siegel,
Mr. Mulcahy, Mr. Hamilton AND Mr. Hannley meet these standards and are
independent. Mr. Herman and Mr. Sawyer are not considered to be independent
because of their positions as Chairman and Chief Executive Officer of Global and
President of Global respectively.

Compensation of Directors

The Company has employment agreements with Ian Herman and John Sawyer. Each
provides for the payment of a base salary with increases in base salary based
upon the company's net profit performance and for bonus and/or stock
compensation based on performance. These directors who are also officers and
employees of the Company receive no additional pay, compensation or benefits for
serving as directors.

Directors Seymour Siegel , Michael Hannley, Lawrence Mulcahy and Gordon Hamilton
each receive an annual retainer of $20,000.00, options to purchase 10,000 shares
of Company common stock awarded annually on the first date of service and
vesting at the conclusion of each year of service at an exercise price
equivalent to the market value of the common stock of the Company on the date of
issue, a signing bonus of 10,000 shares of Company common stock, and 10,000
shares of Company common stock at the conclusion of each year of service.

If a director who is not an officer or employee of the Company also serves on a
committee, that director also receives additional compensation as follows:

Audit Committee $6,000.00 per annum and $1,000.00 per meeting

Compensation Committee $4,000.00 per annum and $500.00 per meeting

In addition to the above stated compensation, all directors who are not officers
or employees of the Company also receive $1,000 for every scheduled Board of
Directors meeting, plus travel and incidental expense reimbursement.

Committees of the Board of Directors

The Board of Directors has three standing committees: Audit, Compensation and
Nominating/Corporate Governance. The table below indicates the members of each
Board committee:

Name Audit Compensation Nominating/Corporate Governance
- ---- ----- ------------ -------------------------------

Ian Herman
Gordon Hamilton X Chair Chair
John Sawyer
Lawrence Mulcahy X X X
Seymour Siegel Chair X X

Audit Committee

The Audit Committee recommends to the Board the firm to be selected each year as
independent certified public accountants to the Company and auditors of the
Company's financial statements. The Audit Committee also has responsibility for
(i) reviewing the scope and results of the audit with the independent auditors,
(ii) reviewing the Company's financial condition and results of operations with
management and the independent auditors, (iii) considering the adequacy of the
Company's internal accounting and control procedures and (iv) reviewing any
non-audit services and special engagements to be performed by the independent
auditors. The Audit Committee also reviews, at least once each year, the terms
of all material transactions and arrangements between the Company and its
affiliates. The members of the Audit Committee are Gordon Hamilton, Lawrence
Mulcahy and Seymour Siegel. The Board of Directors has determined that Seymour
Siegel satisfies the criteria as the financial expert on the Audit Committee. In
addition, the Board of Directors has determined that Gordon D. Hamilton, Seymour
Siegel and Lawrence Mulcahy, all members of the Audit Committee, are financially
literate. The Audit Committee Report is set forth below. The Audit Committee
Charter is attached hereto as Appendix A to this Proxy Statement and is
available in print to any shareholder who requests a copy.

Audit Committee Report

Global's Audit Committee reports to and acts on behalf of the Board of Directors
by providing oversight of the Company's independent auditors and the Company's
financial management and financial reporting procedures. The Audit Committee is
comprised entirely of directors who meet the independence, financial experience
and other requirements. The Audit Committee operates under a written charter
adopted by the Board of Directors and which is attached as Appendix A to this
Proxy Statement.

On January 9, 2006, the Audit Committee of the Board of Directors of the Company
voted to dismiss Larry O'Donnell, CPA, P.C. as the Company's independent
registered public accountant. Larry O'Donnell, CPA, P.C. was notified of the
dismissal on January 9, 2006. This dismissal followed the Audit Committee's
receipt of proposals from other independent auditors to audit the Company's
consolidated financial statements for the fiscal year ended December 31, 2005.
None of the reports of Larry O'Donnell, CPA, P.C. on the Company's financial
statements for the fiscal year 2004 or subsequent interim periods in 2005
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles, except that
the reports did contain a going concern paragraph. During fiscal years 2004 and
2005 and through January 9, 2006 there have been no disagreements with Larry
O'Donnell, CPA, P.C. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Larry O'Donnell, CPA, P.C.
would have caused them to make reference thereto in their reports on the
financial statements of the Company for such years.

On January 9, 2006, the Audit Committee of the Board of Directors of the Company
engaged Epstein, Weber & Conover, PLC ("EWC") as the Company's independent
auditors with respect to the audit of the Company's consolidated financial
statements for the fiscal year ended December 31, 2005. The decision to engage
EWC was made by the Audit Committee of the Board of Directors. Neither the
Company nor someone on behalf of the Company consulted with EWC regarding any of
the items listed in Item 304(a)(2) of Regulation SB.

Effective January 1, 2007, EWC, combined its practice with Moss Adams LLP ("Moss
Adams") and therefore resigned as the independent registered public accounting
firm for the Company. According to information provided to the Company, all of
the partners of EWC have become partners of Moss Adams. Effective January 19,
2007, the Company engaged Moss Adams to act as the Company's principal
independent accountant. The Audit Committee of the Board of Directors of the
Company approved the decision to engage Moss Adams.

The reports of EWC on the Company's financial statements for the fiscal year
ended December 31, 2005 did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. In connection with the audits of the Company's financial
statements for the fiscal year ended December 31, 2005, and in the subsequent
interim periods through January 1, 2007, (1) there were no disagreements with
EWC on any matter of accounting principles or practices, financial statement
disclosure or auditing scope and procedure which, if not resolved to the
satisfaction of EWC, would have caused EWC to make reference to the matter in
its report and (2) there were no "reportable events" as that term is defined in
Item 304 of Regulation S-K promulgated under the Securities Exchange Act of 1934
("Item 304").

During the fiscal year ended December 31, 2005, and during all subsequent
periods through January 19, 2007, the Company did not consult Moss Adams
regarding the application of accounting principles to a specified transaction,
either completed or proposed, the type of audit opinion that might be rendered
on the Company's financial statements or any matter that was the subject of a
disagreement with its former accountants or a reportable event as those terms
are defined in Item 304.

The Company requested that EWC furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements made by the Company. A copy of that letter, dated January 9, 2007, is
filed as Exhibit 99.1 to the report on Form 8-K filed January 11, 2007.

On July 2, 2007, the Audit Committee of the Board of Directors of the Company
voted to dismiss Moss Adams, LLP as the Company's independent registered public
accountant. Moss Adams, LLP was notified of the dismissal on July 2, 2007. This
dismissal followed the Audit Committee's search and receipt of proposals from
other independent auditors to audit the Company's consolidated financial
statements for the fiscal year ending December 31, 2007 and to begin a review of
the Company's interim financial statements on Form 10-Q beginning with the
quarter ending June 30, 2007. None of the reports of Moss Adams, LLP on the
Company's financial statements for the year ended December 31, 2006 or the
subsequent interim period through July 2, 2007 contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles. Since the retention of Moss Adams, LLP on
January 19, 2007, and through July 2, 2007 there have been no disagreements with
Moss Adams, LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure involving Moss Adams' audit
of the Company's consolidated financial statements on Form 10-K for the fiscal
year ended December 31, 2006 or a review of the Company's financial statements
on Form 10-Q for the quarter ended March 31, 2007, which disagreements if not
resolved to the satisfaction of Moss Adams, LLP would have caused them to make
reference thereto in their reports on the financial statements of the Company
for such years. Except as stated below with respect to Jetglobal, LLC there were
no "reportable events" as that term is defined in Item 304 of Regulation S-K
promulgated under the Securities Exchange Act of 1934 ("Item 304").

Management of the Company and the Company's independent registered public
accountants through July 2, 2007, Moss Adams LLP, determined a material weakness
associated with its accounting for Jetglobal, LLC. The material weakness is
related to lack of sufficient control over the accounting and financial
reporting relative to the equity accounting for it 30% owned investee,
Jetglobal, LLC. The Company had previously had no access to financial data of
this entity and did not receive data from the joint venture partner, which
resulted in a lack of control to detect errors should they occur and untimely
preparation of the financial statements.

On July 2, 2007, the Audit Committee of the Board of Directors of the Company
engaged Daszkal Bolton, LLP ("DB") as the Company's independent auditors with
respect to the audit of the Company's consolidated financial statements for the
fiscal year ending December 31, 2007 as well as reviewing all interim financial
filings beginning with the quarter ending June 30, 2007. The decision to engage
DB was made by the Audit Committee of the Board of Directors. Neither the
Company nor someone on behalf of the Company consulted with DB regarding any of
the items listed in Item 304(a)(1)(v) of Regulation S-K.

The Company's management has responsibility for preparing the Company's
financial statements and are responsible for auditing those financial
statements. In this context, the Audit Committee has met with management, EWC
and Moss Adams, LLP to review and discuss the Company's audited financial
statements. The Audit Committee discussed with Company management the critical
accounting policies applied by the Company in the preparation of its financial
statements. These policies arise in conjunction with: revenue recognition;
goodwill valuations; income tax expense and accruals and stock compensation
expense. The Company's management has represented to the Audit Committee that
the financial statements were prepared in accordance with generally accepted

accounting principles. The Audit Committee discussed with EWC and Moss Adams,
LLP the matters required to be discussed by the Statement on Auditing Standards
No.61 (Communications with Audit Committees) and the Sarbanes-Oxey Act of 2002,
and had the opportunity to ask EWC and Moss Adams, LLP questions relating to
such matters. The discussions included the quality, and not just the
acceptability, of the accounting principles utilized, the reasonableness of
significant accounting judgments, and the clarity of disclosures in the
financial statements, The Audit Committee also discussed with Company management
the process for certifications by the Company's Chief Executive Officer and
Chief Financial Officer, which is required by the Securities and Exchange
Commission and the Sarbanes-Oxley Act of 2002 for certain of the Company's
filings with the Securities and Exchange Commission.

The Audit Committee reviewed with the Company's internal and independent
auditors the overall scope and plans for their respective audits for fiscal year
2006. The Audit Committee also received regular updates from the Company's
independent auditor on internal control and business risks. The Audit Committee
meets with the internal and independent auditors with and without management
present, to discuss their evaluations of the Company's internal controls and the
overall quality of the Company's financial reporting. The Audit Committee also
meets with the Company's General Counsel, with and without management present,
to discuss the Company's compliance with laws and regulations.

The Audit Committee reviewed and discussed with EWC and Moss Adams, LLP their
independence and, as part of that review, received the written disclosures and
letter required by Independence Standards Board Standard No.1 (Independence
Discussions with Audit Committees) and by all relevant professional and
regulatory standards relating to EWC's and Moss Adams, LLP's independence from
the Company. The Audit Committee also reviewed and pre-approved all fees paid to
the independent auditors. These fees are described in the next section of this
Proxy Statement. The Audit Committee also considered whether EWC's and Moss
Adams, LLP's provision of non-audit services to the Company was compatible with
the auditors' independence. The Audit Committee concluded that the independent
auditors, EWC and Moss Adams, LLP, are independent from the Company and it's
management.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements be included in the Annual Report on Form
10-K for the fiscal year ended December 31, 2006, for filing with the Securities
and Exchange Commission. Since EWC was purchased by and merged into Moss Adams,
LLP, the Audit Committee retained Moss Adams, LLP as the Company's independent
auditors for the fiscal year 2006, and the Audit Committee and the Board have
recommended that shareholders ratify the appointment of Moss Adams, LLP as the
Company's independent auditors for the fiscal year 2006 through July 2, 2007.

The Company, under the supervision and with the participation of its management,
including the Chief Executive Officer/Chief Financial Officer, evaluated the
effectiveness of the design and operation of the Company's "disclosure controls
and procedures"(as defined in rule 13a-15(e) under the Securities Exchange Act)
as of the end of the period covered by this report. Based on that evaluation,
the Chief Executive/Chief Financial Officer concluded that, except for the
material weakness associated with the financial reporting for Jetglobal, LLC as
set forth below, the Company's disclosure controls and procedures are effective
in timely making known material information relating the Company and the
Company's consolidated subsidiaries required to be disclosed in the Company's
reports filed or submitted under the Exchange Act. Other than management
implementing changes to address the material weakness in financial reporting for
Jetglobal, LLC, there has been no change in the Company's internal control over
financial reporting during the year ended December 31, 2006 that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.

Management and Company's former independent registered public accountants, Moss
Adams, LLP, have determined a material weakness associated with Jetglobal, LLC
in its internal controls. The material weakness is related to lack of sufficient
control over the accounting and financial reporting relative to the equity
accounting for it's 30% owned investee, Jetglobal, LLC. Management of the
Company has informed the Audit Committee that it is in the process of changing
procedures to correct this weakness. The Company is implementing a new
procedure, which gives the Company's management full access to Jetglobal's
accounting records and transaction processing.

In accordance with the new procedure, the management of the Company has prepared
financial reporting and accounting for Jetglobal. Our auditors for fiscal 2006,
Moss Adams, LLP, have reviewed and approved these financial reports.

The Audit Committee

Gordon D. Hamilton
Lawrence Mulcahy
Seymour Siegel - Chair

Audit and Non-Audit Fees

The following table represent aggregate fees billed to the Company for the years
ended December 31, 2005 and 2006 by Larry O'Donnell, CPA, P.C., the company's
former principal independent registered public accounting firm for fiscal 2005,
and by Moss Adams, LLP(formerly Epstein, Weber & Conover, PLC "EWC") the
Company's principal independent registered public accounting firm for year ended
December 31, 2006 through July 2, 2007 as well as fees billed to the Company by
Moss Adams, LLP who purchased EWC in January 2007 and conducted the audit of the
Company's financial statements for fiscal year ending December 31, 2006.

Year Ended December 31,
2006 2005
---- ----
Audit Fees $ 63,020 $ 15,850
Audit-related Fees (a) 25,305 4,600
Tax Fees (b) 7,830 1,000
All Other Fees (c) 685 5,250
-------- --------
Total Fees (d) $ 96,840 $ 26,700
======== ========

(a) Primarily audit services for acquisitions and review services

(b) Primarily tax returns, advice and planning

(d) All fees have been approved by the Audit Committee. All work was performed
by the principal accounting firm's full-time permanent employees.

The Audit Committee has considered whether performance of services other than
audit services is compatible with maintaining the independence of Epstein, Weber
& Conover, PLC and Moss Adams, LLP.

In 2004, the Audit Committee adopted a formal policy concerning approval of
audit and non-audit services to be provided by the independent auditor to the
Company. The policy requires that all services provided to the Company by EWC
and Moss Adams, L.L.P., the Company's former independent registered public
accounting firm and Daszkal Bolton, LLP the recently appointed new independent
auditor for the Company, including audit services and permitted audit-related
and non-audit services, be pre-approved by the Committee.

Compensation Committee

The Compensation Committee reviews key employee compensation policies, plans,
and programs; monitors performance and compensation of Company officers and
other key employees; prepares recommendations and periodic reports to the Board
concerning such matters; and administers the Company's various compensation
plans. The members of the Compensation Committee are Gordon Hamilton, Lawrence
Mulcahy and Seymour Siegel.

Compensation Committee Report

There are three main compensation components for executive officers of the
Company: (1) base salary; (2) bonuses paid; and (3) stock or incentive or
non-qualified stock options granted under the Company's (i) 2002 Compensatory
Stock Option Plan; or (ii) 2003 Employee Stock Compensation Plan. The
Compensation Committee oversees these compensation and stock based programs. The
Board approves all compensation actions regarding the Chief Executive Officer
("CEO") and all other executive officers. The Committee is composed entirely of
independent members of the Board. In consideration of the fact that there remain
a limited number of shares of common stock that can be awarded to officers and
employees of the Company from the 2003 Employee Stock Compensation Plan, the
Compensation Committee recommended and the Board has approved a new stock
compensation plan through which the Company can continue to reward officers and
employees with an equity interest in the Company. This new stock compensation
plan is the 2007 Stock Compensation Plan set forth in Proposal 4 for approval by
the shareholders.

Base salaries of executive officers are initially set, and from time to time
adjusted, to be competitive with those being paid by other area and industry
companies to attract executives with comparable responsibilities and experience.
The Compensation Committee of the Board of Directors normally recommends, and
the Board determines, the base salary of each executive officer of the Company.
The Board will be working with outside, independent consultants in establishing
the compensation and equity-based programs provided to the CEO, other executive
officers and employees of the Company.

Executive officers are eligible to receive increases in base salary based upon
the Company's net profit performance and annual cash bonuses based upon the
executives individual performance. The Executive Officer's performance is
subject to an evaluation process that involves objective as well as subjective
criteria.

Based on these criteria, the Company awarded the following bonuses to executive
officers in the year ended December 31, 2006:

1) John B. Sawyer - $80,000.00
2) Ian Herman - $40,000.00

Executives generally receive the same healthcare benefits as other employees.
Medical benefits are the same for all participants in the Company's health care
program.

Executive compensation for fiscal 2006 has been paid as set forth in the
Executive Compensation Table at page 19 of this Proxy Statement and in
accordance with the Employments Agreements described at page 21 of this Proxy
Statement.

Effective January 1, 2007, Mr. Sawyer's signed a new three (3) year employment
agreement with the Company. Mr. Sawyer's base salary is $340,000.00 per annum
and shall be reviewed by management on an annual basis to ascertain if any
upward adjustment in base salary is in order. In addition to the base salary,
Mr. Sawyer shall receive 125,000 shares of Company common stock at the
conclusion of each year of service. Mr. Sawyer shall also be entitled to
discretionary cash or stock bonuses as may be determined and awarded by the
Board of Directors as well as all other health and welfare benefits generally
afforded to other executives of the Company. Prior to setting Mr. Sawyer's new
compensation, we compiled additional market compensation information for
presidents of similarly situated companies. We discovered that the median amount
of salary, annual cash incentive compensation, long-term incentive compensation
and total direct compensation paid to presidents at: (a) the peer companies was
in excess of $1,000,000. Using this information, we established an appropriate
compensation package for Mr. Sawyer.

The employment agreement of CEO Ian Herman technically expired as of July 2006,
but under the terms of Mr. Herman's employment agreement, the same will remain
in effect under the most recent terms and conditions until a new employment
agreement is negotiated. Mr. Herman's current based salary is $150,967.00. The
Compensation Committee is currently engaged in analysis and discussions
regarding the employment agreement of Mr. Herman. The Committee anticipates that
a determination will be made with respect to Mr. Herman's employment agreement
within the next 90 days.

The foregoing report is provided by the Compensation Committee of the Board of
Directors, consisting of Gordon Hamilton, Lawrence Mulcahy and Seymour Siegel.

COMPENSATION DISCUSSION AND ANALYSIS

Objectives. We design our compensation programs to maintain a performance
and achievement-oriented environment throughout our company. We also design our
compensation programs to attract, hire, retain and motivate talented and skilled
individuals at all levels of our company. We have designed our executive
compensation program with these same goals in mind.

Generally, we want to pay our executives compensation that is competitive
in the marketplace. We review the median compensation paid to executives at
other comparable aviation companies. We use this information as a starting point
to set compensation levels for our executives. When setting compensation levels,
we also take into account other factors such as the level of responsibility of
the executive, the performance of the executive, the experience and tenure of
the executive, the compensation of the executive compared to the compensation of
other key salaried employees, and the performance of our company and our
business units. In order to build a viable and commercially competitive company,
our executive officers have historically agreed to accept less than the market
rate for executives at similar companies.

Since our stock is traded on the OTCBB which does not define director
independence nor provide for corporate governance standards, the Company has
elected to adopt corporate governance and independence standards in accordance
with the standards promulgated by NASDAQ

The Compensation Committee. The Compensation Committee assists our Board of
Directors in fulfilling our Board's oversight responsibilities to administer our
executive compensation program and each member of the Committee is independent
as defined in the corporate governance listing standards of the NASDAQ and our
director independence standards.

The Committee reports to the Board of Directors on all compensation matters
regarding our executives and other key salaried employees. The Committee
annually reviews and approves the compensation (including annual base salary,
annual cash incentive compensation, long-term incentive compensation and other
employee benefits) for our executives and other key salaried employees. You may
learn more about the Committee's responsibilities by reading the Committee's
Charter, which is available in the "Corporate Governance" section on the
"Investor Relations" page of our website at www.globalaircraftsolutions.com. We
have also included additional information about the Committee, including the
role of compensation consultants and our executives in the compensation setting
process, under the heading "Board Meetings and Committee Membership --
Compensation Committee."

Components of Compensation. The major components of our executive compensation
program are the following:

o Competitive base salaries which reflect, in part, individual
performance;

o Additional annual cash incentive compensation based on the achievement
of financial and other performance goals;

o Stock-based incentive compensation through the granting of stock
options and performance-based restricted and S-8 stock; and

o Other employee benefits, including perquisites.

The 2006 Summary Compensation Table sets forth amounts for these components that
we paid to our Chairman and Chief Executive Officer, our President, our Chief
Financial Officer and our three other highest paid executives for 2006. We refer
to these executives as our named executives.

We compensate our executives principally by using a combination of short-term
compensation (salary and annual cash incentive compensation) and long-term
compensation (stock options, restricted stock and S-8 Stock). We determine the
mix of short-term and long-term compensation by using market compensation
information. Accordingly, we do not have a specific policy for the allocation of
compensation between short-term and long-term compensation or cash and equity
compensation. We tie our annual cash incentive compensation and long-term
incentive compensation to the achievement of performance goals or to the value
of our common stock. We believe it is important that a portion of our
executives' incentive compensation is dependent upon the price of our common
stock in order to align the interests of our executives with the interests of
our shareholders. However, since the price of our common stock is subject to
some factors outside of the control of our company and our executives, we
believe it is also important that a portion of an executive's incentive
compensation be tied to performance goals relating to the operations of our
company. We select performance goals that we believe help to drive our business
and create value for our shareholders.

Our Starting Point. We offer our executives annual base salaries, annual cash
incentive compensation, long-term incentive compensation and other employee
benefits that are intended to be competitive with those offered at similar
aviation repair, maintenance, modification and sales companies. We review
compensation paid at these companies because their business activities make them
most comparable to us. Most of our direct competitors are larger companies, so
we use their executive compensation figures as a starting point and then adjust
downward for size. We also believe these companies likely compete with us for
executive talent. These companies change from time to time. We may also use
general compensation surveys sponsored by nationally recognized compensation
consulting firms to assist us in making compensation decisions.

These peer companies included:

AAR

TIMCO

Tramco

Use of Total Compensation Evaluations. When approving changes in compensation
for our named executives, we also prepare Total Compensation Evaluations for
each executive. These Evaluations set forth the dollar amounts of all components
of each named executive's current compensation, including salary, annual cash
incentive compensation, long-term incentive compensation, retirement and savings
programs, health and welfare programs and other executive benefits, including
perquisites. These Evaluations allow the Committee and management to review how
a change in the amount of each compensation component affects each named
executive's total compensation and to review each named executive's total
compensation in the aggregate. Based upon the review of the Evaluations, the
Committee determined the total compensation, in the aggregate, for our named
executives to be reasonable and not excessive.

Base Salary. We pay salaries to our employees to provide them with a base
compensation for the day-to-day performance of their job responsibilities. We
assign pay grades to salaried positions at our company. Each pay grade has a
salary range. When assigning a pay grade for an executive position, we review
the salary range against size-adjusted median base salaries at the peer
companies based upon the position and level of responsibility. The midpoint of
the range generally approximates size-adjusted the median salary paid for an
equivalent position at the peer companies. The Committee reviews salary grades
for our executives annually and makes adjustments to these grades as deemed
necessary or appropriate to maintain competitiveness. Once we determine a range,
we set salary levels within the range based upon other factors, including the
executive's performance, experience and tenure in his particular position.

Annual salary increases are based on the overall annual salary budget guidelines
for our company and an evaluation of the executive's performance. As part of our
annual budget process, we review our overall salary structure to ensure that it
remains competitive. Each executive undergoes a performance review. The
executive's performance for the prior year is reviewed by his direct supervisor
or, with respect to the performance of the Chairman and Chief Executive Officer,
the President and Chief Financial Officer and by the Committee. The Committee
reviews and approves the base salary of each executive annually and at other
times in connection with any promotion or other change in responsibility.

2006 SUMMARY COMPENSATION TABLE

Change in
Pension
Value and
Non-equity Non-qualified
Incentive Deferred
Name and Stock Option Plan Compensation All Other
Principal Salary Bonus Awards Awards Compensation Earnings Compensation Total
Position Year $ $ $ $ $ $ $ $
- --------------------------------------------------------------------------------------------------------------------

Ian Herman, 2006 150,967 40,000 5,000 195,967
Chairman & CEO

Govindarajan 2006 84,523 20,000 59,375 27,485 188,898
Sankar, CFO*

John B Sawyer, 2006 237,500 80,000 25,000 342,500
President & COO

Phil Watkins 2006 117,731 10,000 24,000 151,731
COO @ World Jet

Alan Abate, Sr. 2006 124,077 12,500 136,577
VP
Administration
@ Hamilton

David Querio, 2006 117,653 12,500 5,000 134,153
COO Maintenance
@ Hamilton

*Assumed position June 1, 2006, annual salary $150,000. Mr. Sankar resigned in May 2007 (Prior to Mr. Sankar, Ian
Herman served jointly as CEO and CFO).

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Individual Grants

(a) (b) (c) (d) (e)

Name Number of Securities % of Total Exercise or Base Expiration Date
Underlying Options/SAR's Granted Price ($/Sh)
Options/SAR's Granted to Employees in
Fiscal Year
- ---- -------------------- --------------------- ---------------- ---------------

Seymour Siegel 10,000 33.3 $1.03 8/24/2011

Alfredo Mason 10,000 33.3 $1.03 8/24/2011

Lawrence Mulcahy 10,000 33.3 $1.03 8/24/2011

AGGREGATED OPTION'SAR EXERCISES IN LAST FISCAL YEAR and FISCALYEAR-END OPTION/SAR VALUES

(a) (b) (c) (d) (e)

Name Shares Acquired on Value Realized ($) Exercisable Unexercisable
Exercise
- ---- ------------------ ------------------ ----------- -------------

Ian Herman None N/A 133,334 N/A

John B. Sawyer None N/A 766,666 N/A

Seymour Siegel None N/A 10,000 N/A

Alfredo Mason None N/A 10,000 N/A

Lawrence Mulcahy None N/A 10,000 N/A

2002 Compensatory Stock Option Plan
- -----------------------------------

Global has adopted the 2002 Compensatory Stock Option Plan for officers,
employees, directors and advisors (the "2002 CSO Plan"). The shareholders have
not yet approved this plan however, under our by-laws the directors are
empowered to issue options and shares under the plan. Global has reserved a
maximum of 3,000,000 Common Shares to be issued upon the exercise of options
granted under the 2002 CSO Plan. The 2002 CSO Plan will not qualify as an
"incentive stock option" plan under Section 422A of the Internal Revenue Code of
1986, as amended. The Board of Directors or other plan administrator will grant
options under the 2002 CSO Plan at exercise prices to be determined. With
respect to options granted pursuant to the 2002 CSO Plan, optionees will not
recognize taxable income upon the grant of options granted at or in excess of
fair market value. Global will be entitled to a compensating deduction (which it
must expense) in an amount equal to any taxable income realized by an optionee
as a result of exercising the option. The Board of Directors administers the
2002 CSO Plan. Options to purchase an aggregate of 1,035,000 shares of Global
common stock have been granted under the 2002 CSO Plan Options to purchase
930,000 shares were outstanding at December 31, 2006.

2003 Employee Stock Compensation Plan

Global has adopted the 2003 Employee Stock Compensation Plan for officers,
employees, directors and advisors (the "2002 ESC Plan"). Global has reserved a
maximum of 5,000,000 Common Shares to be issued upon the grant of awards under
the ESC Plan. Employees will recognize taxable income upon the grant of Common
Stock equal to the fair market value of the Common Stock on the date of the
grant and Global will recognize a compensating deduction at such time. The Board
of Directors administers the ESC Plan. 4,657,000 shares of Common Stock
available under the ESC Plan have been awarded and 4,657,500 shares had been
issued at December 31, 2006.

Employment Agreements

Ian Herman
- ----------

The Company has an employment agreement with Ian Herman that provides that he
shall serve as Chairman of the Board of Directors and Chief Executive Officer of
the Company until July 21 2006, subject to successive one-year extensions, at
the election of the Company and Mr. Herman, in the event that the Board of
Directors fails to give him written notice, on or before July 21 2006, of its
intent not to renew the agreement or to renew on different terms. The Company
has agreed to compensate Mr. Herman at a base salary of not to exceed
$150,000.00 per year plus employee benefits and has agreed to indemnify him
against certain losses. Mr. Herman is entitled to an increase in base salary
based upon the performance of the Company. In the event the Company's net profit
equals at least $1,000,000.00, Mr. Herman's base salary shall be increased not
to exceed $200,000.00 for such annual period and in the event the Company's
annual net profit is greater than $1,000,000.00, the base salary shall increase
up to $250,000.00, with such increase not to exceed 5% of all net profit in
excess of $1,000,000.00. Mr. Herman may also be entitled to an annual
discretionary bonus as determined by the Company's board of directors. Although
the employment agreement of CEO Ian Herman technically expired as of July 2006,
under the terms of Mr. Herman's employment agreement as stated above, the same
will remain in effect under the most recent terms and conditions until a new
employment agreement is negotiated. Mr. Herman's base salary is currently
$150,967.00 per annum. The Compensation Committee is currently engaged in
analysis and discussions to regarding the employment agreement of Mr. Herman.
The Committee anticipates that a determination will be made with respect to Mr.
Herman's employment agreement within the next 90 days.

John Sawyer
- -----------

On January 1, 2007, the Company entered into a new employment agreement with
John Sawyer that provided that he would serve as President and Chief Operating
Officer of the Company until December 31, 2010, subject to successive one-year
extensions, at the election of the Company and Mr. Sawyer, in the event that the
Company failed to give him written notice, on or before December 31, 2010 of the
Company's intent not to renew the agreement or to renew on different terms.
Pursuant to this agreement, the Company agreed to compensate Mr. Sawyer at a
base salary not to exceed $340,000.00 per year plus employee benefits and,
agreed to indemnify him against certain losses. In addition to the base salary,
Mr. Sawyer shall receive 125,000 shares of Company common stock at the
conclusion of each year of service. Mr. Sawyer shall also be entitled to
discretionary cash or stock bonuses as may be determined and awarded by the
Board of Directors as well as all other health and welfare benefits generally
afforded to other executives of the Company. Prior to setting Mr. Sawyer's new
compensation, we compiled additional market compensation information for
presidents of similarly situated companies. We discovered that the median amount
of salary, annual cash incentive compensation, long-term incentive compensation
and total direct compensation paid to presidents at: (a) the peer companies was
in excess of $1,000,000. Using this information, we established an appropriate
compensation package for Mr. Sawyer.

Each of these employment agreements is terminable by the Company with or without
cause and by the named executive officer upon the occurrence of certain events,
including a change in control of the Company, and a change in the named
executive officer's responsibilities.

PROPOSAL AND PROXY ITEM NO. 2 -- RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS,
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR
FISCAL 2006 THROUGH JULY 2, 2007.

At the meeting for which proxies are being solicited, the Company will ask
stockholders to ratify the Board's appointment of Moss Adams, LLP as the
independent registered public accounting firm of the Company for fiscal year
2006 and through July 2, 2007.

No representatives of Moss Adams, LLP are expected to be present at the Annual
Meeting.

Vote Required and Board Recommendation

The affirmative vote of holders of a majority of the shares of common stock cast
in person or by proxy at the meeting is required for ratification of Moss Adams,
LLP as Global's independent registered public accounting firm for fiscal year
2006 through July 2, 2007.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF MOSS ADAMS,
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2006 THROUGH JULY 2, 2007.

PROPOSAL AND PROXY ITEM NO. 3 -- RATIFICATION OF THE APPOINTMENT OF DASZKAL
BOLTON, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
AS OF JULY 2, 2007.

On July 2, 2007, the Audit Committee of the Board of Directors of the Company
voted to dismiss Moss Adams, LLP as the Company's independent registered public
accountant. Moss Adams, LLP was notified of the dismissal on July 2, 2007. This
dismissal followed the Audit Committee's search and receipt of proposals from
other independent auditors to audit the Company's consolidated financial
statements for the fiscal year ending December 31, 2007 and to begin a review of
the Company's interim financial statements on Form 10-Q beginning with the
quarter ending June 30, 2007. None of the reports of Moss Adams, LLP on the
Registrant's financial statements for the year ended December 31, 2006 or the
subsequent interim period through the date of this filing contained an adverse
opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles. Since the retention of Moss
Adams, LLP on January 19, 2007, and through July 2, 2007 there have been no
disagreements with Moss Adams, LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure
involving Moss Adams' audit of the Company's consolidated financial statements
on Form 10-K for the fiscal year ended December 31, 2006 or a review of the
Company's financial statements on Form 10-Q for the quarter ended March 31,
2007, which disagreements if not resolved to the satisfaction of Moss Adams, LLP
would have caused them to make reference thereto in their reports on the
financial statements of the Company for such years. Except as stated below with
respect to Jetglobal, LLC there were no "reportable events" as that term is
defined in Item 304 of Regulation S-K promulgated under the Securities Exchange
Act of 1934 ("Item 304").

The Company requested that DB furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements made by the Company. A copy of that letter, dated July 2, 2007, is
filed as Exhibit 16.1 to the report on Form 8-K filed July 8, 2007.

At the meeting for which proxies are being solicited, the Company will ask
stockholders to ratify the Board's appointment of Daszkal Bolton, LLP as the new
independent registered public accounting firm of the Company for as of July 2,
2007.

No representatives of Daszkal Bolton, LLP are expected to be present at the
Annual Meeting.

Vote Required and Board Recommendation

The affirmative vote of holders of a majority of the shares of common stock cast
in person or by proxy at the meeting is required for ratification of Daszkal
Bolton, LLP as Global's new independent registered public accounting firm as of
July 2, 2007.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF DASZKAL
BOLTON, LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS OF
JULY 2, 2007.

PROPOSAL AND PROXY ITEM NO. 4 -- APPROVAL OF THE 2007 STOCK COMPENSATION PLAN

At the meeting, the shareholders will be requested to approve Global Aircraft
Solutions, Inc. 2007 Stock Compensation Plan (the "Stock Plan"). The Company's
2003 Employee Stock Compensation Plan will expire because only 132,500 shares of
Company common stock remain to be issued from this plan, and the Board of
Directors recommends approval of the new 2007 Stock Compensation Plan to allow
the Company to continue to attract the best available officers and employees and
provide an incentive for employees to use their best efforts on the Company's
behalf. The Company has 100,000,000 shares of common stock authorized of which
40,061,301 are currently issued and outstanding and the 2007 Stock Compensation
Plan will be authorized to issue up to a maximum of 3,000,000 shares of Company
common stock for it's intended purpose. For these reasons, the Board has
unanimously adopted resolutions approving, and recommending to the shareholders
for their approval, the 2007 Stock Compensation Plan. A copy of the 2007 Stock
Compensation Plan is attached hereto as Appendix B and may be obtained upon
written request to the Company.

Description of the Plan

General. This 2007 Stock Compensation Plan ("Plan") is intended to further the
growth and advance the best interests of GLOBAL AIRCRAFT SOLUTIONS, Inc., a
Nevada corporation (the "Company"), and Affiliated Corporations, by supporting
and increasing the Company's ability to attract, retain and compensate persons
of experience and ability and whose services are considered valuable, to
encourage the sense of proprietorship in such persons, and to stimulate the
active interest of such persons in the development and success of the Company
and Affiliate Corporations. This Plan provides for stock compensation through
the award of the Company's Common Stock. It is intended that all Company Common
Stock subject to this Plan will be registered as S-8 stock.

Effective Date of the Plan. The effective date of this Plan is September 1,
2007. No Plan Shares may be issued after August 31, 2017.

Administration of the Plan. The Compensation Committee of the Board of Directors
("Committee"), and in default of the appointment or continued existence of such
Committee, the Board of Directors will be responsible for the administration of
this Plan, and will have sole power to award Common Shares under this Plan.
Subject to the express provisions of this Plan, the Committee shall have full
authority and sole and absolute discretion to interpret this Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determination of those eligible to receive an award of Plan
Shares shall rest in the sole discretion of the Committee, subject to the
provisions of this Plan. Awards of Plan Shares may be made as compensation for
services rendered, directly or in lieu of other compensation payable, as a bonus
in recognition of past service or performance or may be sold to an Employee as
herein provided. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in this Plan in such manner and to such extent it
shall deem necessary to carry it into effect. Any decision made, or action
taken, by the Committee arising out of or in connection with the interpretation
and administration of this Plan shall be final and conclusive.

Stock Subject to the Plan. The maximum number of Plan Shares which may be
awarded under this Plan is 3,000,000 shares.

Persons Eligible for Plan Awards. Awards may be granted only to Consultants and
Employees (as herein defined).

Definitions of Persons Eligible for Plan Awards:

"Consultant" means (i) natural persons (except an Employee) engaged by the
Company, Subsidiary or an Affiliated Corporation as a consultant, advisor
or agent; and (ii) a lawyer or accountant or other professional engaged by
the Company, Subsidiary or an Affiliated Corporation

"Employee" means and includes the following persons: (i) executive
officers, officers and directors (including advisory and other special
directors) of the Company, Subsidiary or an Affiliated Corporation; and
(ii) full-time employees of the Company, Subsidiary or an Affiliated
Corporation.

Grant or Award of Plan Shares.

(a) Any grant or award of Plan Shares to an Employee shall include a
vesting period of not less than one (1) year. After the Committee determines
that it will offer a grant or award of Plan Shares, it will advise the grantee
or awardee in writing, by means of a grant or award agreement, of the terms,
conditions and restrictions, including vesting, if any, related to the offer,
including the number of Plan Shares that the grantee or awardee shall be
entitled to receive and, if applicable, the time within which the grantee or
awardee must accept the offer. The offer shall be accepted by execution of a
grant or award agreement in the manner determined by the Committee. A grant to a
Consultant or Employee may be made for cash, property, services rendered or
other form of payment constituting lawful consideration under applicable law;
Plan Shares awarded other than for services rendered shall be sold at not less
than the fair value thereof on the date of grant. No grant will be made if, in
the judgment of the Committee, such a grant would constitute a public
distribution with the meaning of the Act or the rules and regulations
promulgated thereunder.

(b) Unless the Committee determines otherwise, any grant or award agreement
with an Employee shall provide for the forfeiture of the non-vested Plan Shares
underlying such grant or award agreement upon the grantee or awardee ceasing to
be an Employee.

(d) Any grant or award of Plan Shares shall result in a decrease in the
number of Plan Shares which thereafter may be available for purposes of the
Plan.

(e) No grant or award of Plan Shares shall have any preemptive rights
attached thereto.

(f) Disability of Grantee or Awardee. In the event that a Grantee or
Awardee suffers a permanent disability (i.e. inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of twelve (12) months), the
Awardee shall be entitled to those stock awards from the Plan that would have
vested within the twelve (12) month period of such disability.

(g) Death of Grantee or Awardee. In the event of death of the Grantee or
Awardee, the Grantee's or Awardee's estate shall be entitled to receive any Plan
Shares awarded to the Grantee or Awardee that would have vested to the Grantee
or Awarded within twelve (12) months from the date of death of the Grantee or
Awardee should the Grantee or Awardee continued living and remained employed by
the Company.

Since the number of Consultants (including legal and accounting professionals)
engaged by the Company may vary depending on the needs of the Company and the
issuance of Company common stock to such Consultants will vary depending on the
nature and negotiated retention of such services, the benefits and amount of
Plan Shares that will be awarded to Consultants are not determinable.

Plan awards to Employees will be determined by the Compensation Committee as set
forth under the heading Administration of the Plan. Because awards under the
Plan are based on performance and subject to the discretion of the Compensation
Committee, the benefits and amount of Plan Shares that will be awarded to
Employees are not determinable.

Any grants or awards of Plan Shares will dilute the ownership interests of any
current shareholders of the Company's Common Stock.

Adjustments to Shares Subject to the Plan.

(a) The shares of Common Stock subject to this Plan are shares of the
Common Stock of the Company as currently constituted. If, and whenever, the
Company shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a Common Stock dividend, a stock split, combination
of shares (reverse stock split) or recapitalization or other increase or
reduction of the number of shares of the Common Stock outstanding without
receiving compensation therefor in money, services or property, then the number
of shares of Common Stock subject to this Plan shall (i) in the event of an
increase in the number of outstanding shares, be proportionately increased; and
(ii) in the event of a reduction in the number of outstanding shares, be
proportionately reduced.

(b) Except as expressly provided above, the Company's issuance of shares of
Common Stock of any class, or securities convertible into shares of Common Stock
of any class, for cash or property, or for labor or services, either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into or
exchangeable for shares of Common Stock or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number of
shares of Common Stock subject to this Plan.

(c) In the event of a proposed dissolution or liquidation of the Company,
the Award will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. In the event of a proposed sale
of all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation or other entity, each Award shall be
assumed or an equivalent award shall be substituted by such successor
corporation or entity or a parent or subsidiary of such successor corporation or
entity, unless such successor corporation or entity does not agree to assume the
Award or to substitute an equivalent award, in which case the Board shall, in
lieu of such assumption or substitution, provide for the Awardee or Grantee to
have the right to own the Award notwithstanding any vesting constraints.

Reservation of Shares. The stock subject to this Plan shall, at all times,
consist of authorized but unissued Common Shares, or previously issued shares of
Common Stock reacquired or held by the Company or an Affiliated Corporation
equal to the maximum number of shares the Company may be required to issue as
stated in Section 5 of this Plan, and such number of Common Shares hereby is
reserved for such purpose.

Withholding of Taxes. If subject to withholding tax, the Company or any
Affiliated Corporation may require that the Consultant or Employee concurrently
pay to the Company the entire amount or a portion of any taxes which the Company
or Affiliated Corporation is required to withhold by reason of granting Plan
Shares, in such amount as the Company or Affiliated Corporation in its
discretion may determine. In lieu of part or all of any such payment, the
Employee may elect to have the Company or Affiliated Corporation withhold from
the Plan Shares issued hereunder a sufficient number of shares to satisfy
withholding obligations. If the Company or Affiliated Corporation becomes
required to pay withholding taxes to any federal, state or other taxing
authority as a result of the granting of Plan Shares, and the Employee fails to
provide the Company or Affiliated Corporation with the funds with which to pay
that withholding tax, the Company or Affiliated Corporation may withhold up to
50% of each payment of salary or bonus to the Consultant or Employee (which will
be in addition to any required or permitted withholding), until the Company or
Affiliated Corporation has been reimbursed for the entire withholding tax it was
required to pay in respect of the award of Plan Shares.

Amendment and Termination of the Plan. The Committee may suspend or terminate
this Plan at any time or from time to time, but no such action shall adversely
affect the rights of a person granted an Award under this Plan prior to that
date. Otherwise, this Plan shall terminate on the earlier of the terminal date
stated in Section 3 of this Plan or the date when all Plan Shares have been
issued. The Committee shall have absolute discretion to amend this Plan, subject
only to those limitations expressly set forth herein; however, the Committee
shall have no authority to extend the term of this Plan, to increase the number
of Plan Shares subject to award under this Plan or to amend the definition of
"Employee" herein.

Federal Income Tax Consequences Relating to the 2007 Stock Plan. The federal
income tax consequences to the Company and its employees of awards under the
Stock Plan are complex and subject to change. The following discussion is only a
summary of the general rules applicable to the Stock Plan. Recipients of awards
under the Stock Plan should consult their own tax advisors since a taxpayer's
particular situation may be such that some variation of the rules described
below will apply.

Stock Awards. Generally, the recipient of a stock award will recognize ordinary
compensation income at the time the stock is received equal to the excess, if
any, of the fair market value of the stock received over any amount paid by the
recipient in exchange for the stock. If, however, the stock is non-vested when
it is received under the Stock Plan (e.g., if the employee is required to work
for a period of time in order to have the right to sell the stock), the
recipient generally will not recognize income until the stock becomes vested, at
which time the recipient will recognize ordinary compensation income equal to
the excess, if any, of the fair market value of the stock on the date it becomes
vested over any amount paid by the recipient in exchange for the stock.

The recipient's basis for determination of gain or loss upon the subsequent
disposition of shares acquired as stock awards will be the amount paid for such
shares plus any ordinary income recognized either when the stock is received or
when the stock becomes vested. Upon the disposition of any stock received as a
stock award under the Stock Plan, the difference between the sale price and the
recipient's basis in the shares will be treated as a capital gain or loss and
generally will be characterized as long-term capital gain or loss if the shares
have been held from more than one year at the time of their disposition.

In the year that the recipient of a stock award recognizes ordinary taxable
income in respect of such award, the Company will be entitled to a deduction for
federal income tax purposes equal to the amount of ordinary income that the
recipient is required to recognize, provided that the deduction is not otherwise
disallowed under the Code.

A copy of the 2007 Stock Compensation Plan is attached hereto as Appendix B.

Vote Required and Board Recommendation

The affirmative vote of holders of a majority of the shares of common stock cast
in person or by proxy at the meeting is required for approval of the 2007 Stock
Compensation Plan. To approve the 2007 Stock Compensation Plan, the proposal
must receive the affirmative vote of a majority of the votes cast. If no
instructions are specified with respect to Proposal 4, no vote will be cast for
this item. Your broker will only be able to vote your shares on Proposal 4 if
the Broker receives specific voting instructions from you. A proxy card marked
as abstaining with respect to this proposal and any broker non-votes with
respect to this proposal will be counted for quorum purposes, but will not be
counted as a vote cast, and therefore will have no effect on the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL AND ADOPTION OF THE
2007 STOCK COMPENSATION PLAN.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Stockholders

The following table sets forth, as of July 13, 2007, the stock ownership of each
officer and director of Global, of all officers and directors of Global as a
group, and of each person known by Global to be a beneficial owner of 5% or more
of its Common Stock, $.001 par value per share. Except as otherwise noted, each
person listed below is the sole beneficial owner of the shares and has sole
investment and voting power of such shares. No person listed below has any
option, warrant or other right to acquire additional securities of Global,
except as noted. The following calculations are based upon the Company's
authorized, issued and outstanding common stock of 40,061,301 as of July 13,
2007.

AMOUNT OF PERCENT OF
NAME AND ADDRESS OF COMMON STOCK OWNED COMMON STOCK
BENEFICIAL OWNER BENEFICIALLY OUTSTANDING (1)
- ---------------- ------------ ---------------

Ian M. Herman 2,446,834 (2) 6.09%

John B. Sawyer 2,366,666 (3) 5.8%

Lawrence Mulcahy 130,000 (4) *

Seymour Siegel 40,000 (5) *

All Directors and Executive Officers as a 4,983,500 12.16%
Group

* Represents an individual as the
beneficial owner of less than 1% of the
outstanding common stock

Barron Partners
730 Fifth Ave. 7,200,000 (6) 15.23%
9th Floor
New York, NY 10019

Ewing & Partners
4514 Cole Ave. 5,675,000 (7) 14.16%
Suite 808
Dallas, TX 75205

Contrarian Capital Management, LLC
411 West Putnam Ave. 4,000,000 (8) 9.98%
Suite 225
Greenwich, CT 06830

Delta Offshore
900 Third Ave. 3,000,000 (9) 7.49%
5th Floor
New York, NY 10022

Doucet Capital, LLC
2204 Lakeshore Dr. 2,002,181 (10) 5.0%
Suite 218
Birmingham, AL 35209

Silverpoint
Two Greenwich Plaza 2,000,000 (11) 5.0%
1st Floor
Greenwich, CT 06830

- ----------
1 Percent of common stock is based on 40,061,301 shares of common stock
issued and outstanding on July 13, 2007 with beneficial ownership being
determined in accordance with the rules of the SEC and including voting or
investment power with respect to securities. Securities "beneficially
owned" by a person may include securities owned by or for, among others,
the spouse, children or certain other relatives residing with such person
as well as other securities as to which the person has or shares voting or
investment power or has the option or right to acquire within 60 days of
July 13, 2007. Percent of Class Owned is based on the 40,061,301 shares of
common stock issued and outstanding on July 13, 2007 plus any shares that
may be acquired by the stockholders as a result of the exercise of existing
options or warrants within 60 days after July 13, 2007.

2 Includes 133,334 shares of common stock issuable to Mr. Herman upon the
exercise of options at $.17 per share which expire May 13, 2008. Based on
the December 31, 2006 Schedule 13G filed by Rochdale Investment Management,
LLC, all shares of common stock, exclusive of the 133,334 shares underlying
an option, are held in trust by Rochdale Investment Management, LLC as the
trustee for the Herman Family Trust. Of the total shares, Rochdale
Investment Management Group has sole voting and dispositive power over
2,313,500 shares.

4 Includes 10,000 shares of common stock issuable to Mr. Mulcahy upon
exercise of options at $1.03 per share which expires August 24, 2011.

5 Includes 20,000 shares of common stock issuable to Mr. Siegel upon exercise
of options granted. 10,000 shares at an exercise price of $1.03 which
expires August 24, 2011 and 10,000 shares at an exercise price of $1.05 per
share which expires on March 8, 2012

6 All shares of common stock underlying a warrant that may be acquired by the
exercise of a $1.36 warrant which expires May 31, 2009.

7 In setting forth this information, the Company relied upon the February 9,
2007 Schedule 13G filing of Ewing & Partners, Timothy Ewing, Ewing Asset
Management, LLC, Endurance General Partners, LP and Endurance Partners
(Q.P.), L.P. Of the total shares, Ewing & Partners, Timothy Ewing, Ewing
Asset Management, LLC, Endurance General Partners, LP had sole voting and
dispositive power over all the shares and Endurance Partners (Q.P.), L.P.
had sole voting and dispositive power over 4,447,871 shares and there is no
shared voting or dispositive power.

8 In setting forth this information, the Company relied upon the August 8,
2005 Schedule 13G filing of Contrarian Capital Management,. Of the total
shares, Contrarian Capital management, LLC had shared voting and
dispositive power over all the shares and Contrarian Equity Fund, LP had
shared voting and dispositive power over 3,355,669 shares. No amendments
have been filed to this Schedule 13G.

9 In setting forth this information, the Company relied upon the August 10,
2005, joint filing of Schedule 13G of Delta Offshore, Ltd. and Trafelet &
Company, LLC. Of the total shares, Trafelet & Company had shared voting and
dispositive power over all the shares and reporting entity Delta Offshore,
Ltd. had shared voting and dispositive power over 1,599,900 shares. No
amendments have been filed to this Schedule 13G.

10 In setting forth this information, the Company relied upon the May 30, 2007
filing of Schedule 13D of Doucet Capital, LLC. Of the total shares, Doucet
Capital, LLC, Doucet Asset Management, LLC, Christopher Doucet (managing
member of Doucet Capital, LLC and CEO of Doucet Asset Management) and
Suzette Doucet (member of Doucet Capital and CFO of Doucet Asset
Management) had shared voting and dispositive power over all the shares.
Doucet Capital, LLC is listed as a holding company which owns Doucet Asset
Management, LLC, a SEC registered investment advisor firm No amendments
have been filed to this Schedule 13D.

11 In setting forth this information, the Company relied upon the July 27,
2005 joint filing of Schedule 13G of Silverpoint Capital, LP, Edward Mule
and Robert O'Shea. Of the total shares, Silverpoint Capital, LP had sole
voting and dispositive power over all the shares and reporting persons
Edward Mule and Robert O'Shea had shared voting and dispositive power over
all of the shares. No amendments have been filed to this Schedule 13G.

Directors and Executive Officers

The following table sets forth information, as of July 13, 2007, with respect to
the beneficial ownership of the Company's Common Stock, $.001 par value per
share, its only class of voting securities, by (a) each Director and nominee for
Director of the Company; (b) the officers of Global named in the Summary
Compensation Table later in this proxy statement; and (c) all Directors and
executive officers of the Company as a group (1):

Shares Percent of
Beneficially Class
Name of Beneficial Owner Capacity Owned(1) Owned(1)
- ------------------------ -------- --------------- ---------
Ian Herman Director, Chairman &CEO 2,446,834 (2) 6.09%
John Sawyer Director, COO & President 2,366,666 (3) 5.8%
Gordon Hamilton Director and Nominee for Director 0 *
Lawrence Mulcahy Director 130,000 (4) *
Seymour Siegel Director 40,000 (5) *
Michael Hannley Director and Nominee for Director 0

Directors and Executive Officers as a Group.........................4,983,500 12.16%

* Individual is the beneficial owner of less than one percent (1%) of
the Company's outstanding Common Stock, if any.

- ----------
(1) In setting forth this information, the Company has relied upon its
stock and transfer records, to the extent available to the Company
without unreasonable effort or expense, and upon Schedule 13D and
Schedule 13G filings of, and other information provided by, the
persons listed. Beneficial ownership is reported in accordance with
Securities and Exchange Commission ("SEC") regulations and therefore
includes shares of the Company's Common Stock which may be acquired
within 60 days after July 13, 2007, upon the exercise of outstanding
warrants or options. Shares of Common Stock issuable upon the exercise
of such warrants or options are deemed outstanding for purposes of
computing the percentage of Common Stock owned by the beneficial owner
thereof listed in the table, but are not deemed outstanding for
purposes of computing the percentage of outstanding Common Stock owned
by any other stockholder. Except as otherwise stated below, all shares
are owned directly and of record, and each named person has sole
voting and investment power with regard to the shares shown as owned
by such person. For each shareholder, Percent of Class Owned is based
on the 40,061,301 shares of Common Stock issued and outstanding on
July 13, 2007 plus any shares which may be acquired by shareholders,
option holders or warrant holders within 60 days after July 13, 2007.
This calculation does not include warrants and options held by
non-beneficial shareholders holding less than 5% of the outstanding
stock.

(2) As reported with the Company which includes 133,334 shares which may
be acquired by the exercise of options at an exercise price of $.17
per share which expire May 13, 2008.

(3) As reported with the Company which includes 766,666 shares which may
be acquired by the exercise of options at an exercise price of $.17
per share which expire May 13, 2008.

(4) Includes 10,000 shares of common stock issuable to Mr. Mulcahy upon
exercise of options at $1.03 per share which expires August 24, 2011.

(5) Includes 20,000 shares of common stock issuable to Mr. Siegel upon
exercise of options granted. 10,000 shares at an exercise price of
$1.03 which expires August 24, 2011 and 10,000 shares at an exercise
price of $1.05 per share which expires on March 8, 2012

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act") requires
the Company's Directors and officers, and persons who own more than 10% of its
Common Stock, to file with the SEC initial reports of ownership of the Company's
equity securities and to file subsequent reports when there are changes in such
ownership. To the Company's knowledge, based solely on information provided to
the Company by such persons and on a review of the copies of such reports
furnished to the Company, all such persons timely complied with the Section
16(a) filing requirements during and with respect to the Company's 2006 fiscal
year.

CERTAIN RELATIONSHIPS
AND TRANSACTIONS
WITH RELATED PERSONS

There were no transactions, or series of transactions, for the year ended
December 31, 2006 to which Global was a party, in which the amount exceeds
$60,000, and in which to the knowledge of Global, any director, executive
officer, nominee, five percent or greater shareholder, or any member of the
immediate family of any of the foregoing persons, have or will have any direct
or indirect material interest.

STOCK PERFORMANCE

The Company's stock price opened the year 2006 at $1.37 per share and ended 2006
at $.93 per share, a decrease of 32%, which Management feels is a consequence of
liquidity issues encountered by the Company in the fourth quarter 2006, as more
fully detailed in the Company's 2006 Annual Report on Form 10-K. Management
feels that the current GACF common stock share price is reasonable and
consistent with the financial performance of the Company.

STOCK PERFORMANCE GRAPH & TABLE

During the fiscal year ended December 31, 2006, the Common Shares were quoted
under symbol "GACF" on the OTC Bulletin Board maintained by the National
Association of Securities Dealers, Inc. The following information relates to the
trading of our common stock, par value $.001 per share. The high and low last
sales prices of our common stock for each quarter during our two most recent
fiscal years, as reported by the OTC Bulletin Board to date, are set forth
below:

(Performance Graph)

HIGH LOW
2006
First Quarter $1.73 $1.37
Second Quarter 1.66 1.15
Third Quarter 1.41 .98
Fourth Quarter 1.18 .93

2005
First Quarter $ .94 $ .73
Second Quarter 1.36 .84
Third Quarter 1.94 1.17
Fourth Quarter 1.57 1.30

2007 STOCKHOLDER PROPOSALS

No proposals have been submitted by shareholders for the 2007 Annual Meeting of
Shareholders.

OTHER MATTERS

The Board of Directors knows of no other matters to be brought before the Annual
Meeting.

2008 STOCKHOLDER PROPOSALS

Global Aircraft Solutions, Inc. welcomes comments or suggestions from its
shareholders. If a shareholder wants to have a proposal formally considered at
the 2008 annual Meeting of Shareholders, and included in the Proxy Statement for
that meeting, we must receive the proposal in writing on or before December 15,
2007. In addition, if a shareholder proposal is not received by us on or before
February 5, 2008, it will not be considered or voted upon at the Annual Meeting.
Proposals intended for inclusion in next year's proxy statement should be sent
to James A. Fry, General Counsel, Global Aircraft Solutions, Inc., 6901 S. Park
Ave., Tucson, AZ 85706.

The proxy or proxies designated by the Company will have discretionary authority
to vote on any proposal properly presented by a stockholder for consideration at
the 2008 Annual Meeting of Stockholders but not submitted for inclusion in the
proxy materials for such meeting unless (i) with respect to any nomination for
director, a written nomination is submitted to the Company at least 90 days
prior to the meeting as provided in the Bylaws of the Company, or (ii) with
respect to any other shareholder proposal, notice of the proposal, containing
the information required by the Bylaws of the Company is received by the Company
at its principal executive offices not less than 60 days prior to the meeting
and, in either case, certain other conditions of the applicable rules of the
Securities and Exchange Commission are satisfied.

ANNUAL REPORT

A copy of the Company's Annual Report to Stockholders is being provided herewith
to each stockholder entitled to vote at the 2007 Annual Meeting of Stockholders.
It includes the Company's most recent Form 10-K Annual Report as filed with the
Securities and Exchange Commission. A copy of the Company's Form 10-K Annual
Report is available at no charge to all stockholders. For a copy write to
Patricia Graham, Controller, Global Aircraft Solutions, Inc. Corporation, 6901
S. Park Ave., Tucson, AZ 85706.

OTHER INFORMATION

This solicitation of proxies is being made by the Board of Directors of the
Company. In addition to solicitation by mail, proxies may also be solicited by
Directors, officers, and employees of the Company, who will not receive
additional compensation for such solicitation. Brokerage firms and other
custodians, nominees, and fiduciaries will be reimbursed by the Company for
their reasonable expenses incurred in sending proxy materials to beneficial
owners of the Common Stock. The Company will pay the costs relating to this
Proxy Statement, the proxy and the Annual Meeting. The address of Global
Aircraft Solution, Inc.'s principal executive offices is 6901 S. Park Ave.,
Tucson, AZ 85706, and its telephone number is (520) 294-3481. The above notice
and proxy statement are sent by order of the Board of Directors.

Please vote your shares promptly.

By Order of the Board of Directors,

/s/ James A. Fry

James A. Fry
Dated: Secretary

APPENDIX A

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

Adopted by the Board of Directors on July 15, 2004

I. Audit Committee's Purpose and Authority

The Audit Committee of Global Aircraft Solutions, Inc., a Nevada corporation
(the " Company"), is appointed by the Board of Directors (the " Board") to
assist the Board in fulfilling its oversight responsibilities. The Audit
Committee is directly responsible for the appointment (subject to stockholder
ratification), compensation, retention and oversight of the work of any
registered public accounting firm (the "independent auditors") engaged
(including resolution of disagreements between management and the independent
auditors regarding financial reporting) for the purpose of preparing or issuing
an audit report or performing other audit, review or attest services for the
Company, and each such independent auditors must report directly to the Audit
Committee. The Audit Committee's other primary duties and responsibilities are
to:

o Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting, and legal
compliance.

o Monitor the independence and performance of the Company's independent
auditors.

o Establish procedures for the receipt, retention and treatment of
complaints regarding accounting, internal accounting controls or
auditing matters, including procedures for the confidential and
anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.

o Provide an avenue of communication among the independent auditors,
management, and the Board.

o Review areas of potential significant financial risk to the Company.

The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities, and it has direct access to the independent
auditors as well as anyone in the Company. The Audit Committee has the authority
to retain special, legal, accounting, or other consultants or experts it deems
necessary in the performance of its duties. The Company will provide for
appropriate funding, as determined by the Audit Committee, for the payment of
(a) compensation to any registered public accounting firm engaged for the
purpose of preparing or issuing an audit report or performing other audit,
review or attest services, (b) compensation to any advisors, including any of
the experts listed above, or independent counsel employed by the Audit Committee
in the performance of its duties, and (c) ordinary administrative expenses of
the Audit Committee that are necessary or appropriate in the performance of its
duties.

II. Audit Committee's Composition and Meetings

Audit Committee members shall meet the requirements of AMEX, Nasdaq or any
alternative national stock exchange on which the Company's equity and debt
securities are listed for trading. The Audit Committee shall be comprised of
three or more directors as determined by the Board, each of whom shall (a) be an
independent non-executive director, free from any relationship that would
interfere with the exercise of his or her independent judgment in carrying out
the responsibilities of a member of the Audit Committee; (b) not accept,
directly or indirectly, any consulting, advisory or other compensatory fee from
the Company, or be an affiliated person of the Company; and (c) not have
participated in the preparation of the financial statements of the Company at
any time during the past three (3) years. All members of the Audit Committee
shall have a basic understanding of finance and accounting and be able to read
and understand fundamental financial statements, including a company's balance
sheet, income statement, and cash flow statement. Additionally, at least one
member of the Audit Committee must have past employment experience in financing
or accounting, requisite professional certification in accounting, or any other
comparable experience or background which results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities.

Audit Committee members shall be appointed by the Board on recommendation of the
Nominating and Corporate Governance Committee. If an Audit Committee Chair is
not designated or present, the members of the Audit Committee may designate a
Chair by majority vote of the Audit Committee membership. The Audit Committee
shall meet at least four times annually, or more frequently as circumstances
dictate. The Audit Committee Chair shall prepare and/or approve an agenda in
advance of each meeting. The Audit Committee should meet privately in executive
session at least annually with management, the independent auditors, and as a
committee to discuss any matters that the Audit Committee or each of these
groups believe should be discussed. In addition, the Audit Committee, or at
least its Chair, should communicate with management and the independent auditors
quarterly to review the Company's financial statements and significant findings
based upon the auditors limited review procedures.

Executive Sessions shall be held with the independent auditors at every meeting,
thereby providing a regular forum for candid discussion and reducing the
pressure to request such a meeting. The Audit Committee may ask members of
management or others to attend Executive Sessions and provide pertinent
information as necessary.

III. Audit Committee's Responsibilities and Duties

REVIEW RESPONSIBILITIES - THE AUDIT COMMITTEE SHALL BE RESPONSIBLE TO:

1. Review and reassess the adequacy of this Charter at least annually. Submit
the Charter to the Board for approval and have the approved Charter published at
least every three years in accordance with Securities and Exchange Commission ("
SEC") regulations.

2. Review the Company's annual audited financial statements prior to filing or
distribution. This review should include discussion with management and
independent auditors of significant issues regarding accounting principles,
practices, and judgments.

3. In consultation with Company management and the independent auditors, (a)
consider the integrity of the Company's accounting and financial reporting
processes and controls, (b) discuss significant financial risk exposures and the
steps management has taken to monitor, control, and report such exposures, and
(c) review significant findings prepared by the independent auditors together
with management's responses.

4. Review with financial management and the independent auditors the Company's
quarterly financial results prior to the release of earnings and/or the
Company's quarterly financial statements prior to filing or distribution and
discuss any significant changes to the Company's accounting principles and any
items required to be communicated by the independent auditors in accordance with
SAS 61 (see Item 11). The Chair of the Audit Committee may represent the entire
Audit Committee for purposes of this review.

INDEPENDENT AUDITORS - THE INDEPENDENT AUDITORS ARE ULTIMATELY ACCOUNTABLE TO
THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS. THE AUDIT COMMITTEE SHALL:

5. Review the independence and performance of the independent auditors and
annually appoint, or recommend to the Board the appointment of (subject to
stockholder ratification), the independent auditors or approve any discharge of
auditors when circumstances warrant.

6. Actively engage in a dialogue with the independent auditors with respect to
disclosed relationships or services that may impact the objectivity and
independence of the auditors, and take, or recommend that the Board takes,
appropriate actions to oversee the independence of the Company's auditors.

7. Approve in advance the engagement of the independent auditors to render any
audit or permissible non-audit services to the Company; provided that the Audit
Committee may establish appropriate pre-approval policies and procedures that do
not include delegation of Audit Committee responsibilities under the Securities
Exchange Act of 1934 to management, in which case the engagement of the
independent auditors to provide particular services may be entered into pursuant
to such pre-approval policies and procedures.

8. Ensure receipt from the independent auditors of a formal written statement
delineating all relationships between the auditors and the Company, consistent
with Independence Standards Board Statement 1.

9. Review the independent auditors audit plan - discuss scope, staffing,
locations, reliance upon management and general audit approach.

10. Ensure that each independent auditor retained for the purpose of issuing an
audit report or performing other audit, review or attest services for the
Company reports directly to the Audit Committee.

11. Prior to releasing the year-end earnings, discuss the results of the audit
with the independent auditors. Such discussions should include changes to the
audit plan and restrictions on the scope of the auditors' activities, if any.
Discuss certain matters required to be communicated to the Audit Committee in
accordance with AICPA SAS 61:

o The auditor's responsibility under Generally Accepted Auditing
Standards.

o Significant accounting policies.

o Management judgments and accounting estimates.

o Significant audit adjustments.

o Other information in documents containing audited financial
statements. Disagreements with management - including accounting
principles, scope of audit and disclosures.

o Consultation with other accountants by management.

o Major issues discussed with management prior to retention.

o Difficulties encountered in performing the audit.

12. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.

LEGAL COMPLIANCE

13. On at least an annual basis, review with the Company's counsel, any legal
matters that could have a significant impact on the organization's financial
statements, the Company's compliance with applicable laws and regulations, and
inquiries received from regulators or governmental agencies.

OTHER AUDIT COMMITTEE RESPONSIBILITIES

14. Annually prepare a report to shareholders as required by the SEC. The report
should be included in the Company's annual proxy statement.

15. Perform any other activities consistent with this Charter, the Company's
by-laws, and governing law, as the Audit Committee or the Board deems necessary
or appropriate.

16. Maintain minutes of meetings and periodically report to the Board on
significant results of the foregoing activities.

17. Periodically perform self-assessment of the Audit Committee's performance.

18. Review financial and accounting personnel succession planning within the
Company.

19. Annually review policies and procedures as well as audit results associated
with directors' and officers expense accounts and perquisites. Annually review a
summary of director and officers' related party transactions and potential
conflicts of interest.

Adopted by the Board of Directors on July 15, 2004

APPENDIX B

GLOBAL AIRCRAFT SOLUTIONS, INC.

2007 STOCK COMPENSATION PLAN

1. Purpose of the Plan.
- -----------------------

This 2007 Employee Stock Compensation Plan ("Plan") is intended to further the
growth and advance the best interests of GLOBAL AIRCRAFT SOLUTIONS, Inc., a
Nevada corporation (the "Company"), and Affiliated Corporations, by supporting
and increasing the Company's ability to attract, retain and compensate persons
of experience and ability and whose services are considered valuable, to
encourage the sense of proprietorship in such persons, and to stimulate the
active interest of such persons in the development and success of the Company
and Affiliate Corporations. This Plan provides for stock compensation through
the award of the Company's Common Stock. It is intended that all Company Common
Stock subject to this Plan will be registered as S-8 stock.

2. Definitions.
- ---------------

Whenever used in this Plan, except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth in this
section:

a. "Act" means the U.S. Securities Act of 1933, as amended.

b. "Affiliated Corporation" means any Parent or Subsidiary of the Company.

c. "Award" or "grant" means any grant or sale of Common Stock made under
this Plan.

d. "Awardee" shall mean any Consultant or Employee receiving a grant or
award of Plan Shares.

e. "Board of Directors" means the Board of Directors of the Company. The
term "Committee" is defined in Section 4 of this Plan.

f. "Code" means the Internal Revenue Code of 1986, as amended.

g. "Common Stock" or "Common Shares" means the common stock, no par value
per share, of the Company, or in the event that the outstanding Common Shares
are hereafter changed into or exchanged for different shares or securities of
the Company, such other shares or securities.

h. "Consultant" means (i) natural persons (except an Employee) engaged by
the Company, Subsidiary or an Affiliated Corporation as a consultant, advisor or
agent; and (ii) a lawyer or accountant or other professional engaged by the
Company, Subsidiary or an Affiliated Corporation

i. "Date of Grant" means the day the Committee authorizes the grant of
Common Stock or such later date as may be specified by the Committee as the date
a particular award will become effective.

j. "Employee" means and includes the following persons: (i) executive
officers, officers and directors (including advisory and other special
directors) of the Company, Subsidiary or an Affiliated Corporation; and (ii)
full-time employees of the Company, Subsidiary or an Affiliated Corporation.

k. "Grantee" shall mean any Consultant or Employee receiving a grant or
award of Plan Shares.

l. "Parent" shall mean a "parent corporation" whether now or hereafter
existing, as defined in Section 424(e) of the Code.

m. "Participant" means an Employee to whom an Award of Plan Shares has been
made.

n. "Plan Shares" means shares of Common Stock from time to time subject to
this Plan.

o. "Subsidiary" means a corporation more than 50% of whose total combined
capital stock of all classes is held by the Company or by another corporation
qualifying as a Subsidiary within this definition.

3. Effective Date of the Plan.
- ------------------------------

The effective date of this Plan is September 1, 2007. No Plan Shares may be
issued after August 31, 2017.

4. Administration of the Plan.
- ------------------------------

The Compensation Committee of the Board of Directors ("Committee"), and in
default of the appointment or continued existence of such Committee, the Board
of Directors will be responsible for the administration of this Plan, and will
have sole power to award Common Shares under this Plan. Subject to the express
provisions of this Plan, the Committee shall have full authority and sole and
absolute discretion to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other determinations which
it believes to be necessary or advisable in administering this Plan. The
determination of those eligible to receive an award of Plan Shares shall rest in
the sole discretion of the Committee, subject to the provisions of this Plan.
Awards of Plan Shares may be made as compensation for services rendered,
directly or in lieu of other compensation payable, as a bonus in recognition of
past service or performance or may be sold to an Employee as herein provided.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in this Plan in such manner and to such extent it shall deem
necessary to carry it into effect. Any decision made, or action taken, by the
Committee arising out of or in connection with the interpretation and
administration of this Plan shall be final and conclusive.

5. Stock Subject to the Plan.
- -----------------------------

The maximum number of Plan Shares which may be awarded under this Plan is
3,000,000 shares.

6. Persons Eligible to Receive Awards.
- --------------------------------------

Awards may be granted only to Consultants and Employees (as herein defined).

7. Powers of the Board
- ----------------------

Except as otherwise provided herein, the Committee shall have complete
discretion to (i) determine when and to which Consultant or Employees Plan
Shares are to be granted; (ii) the number of Plan Shares to be awarded to each
Consultant or Employee; (iii) the fair market value of the any Plan Shares
awarded which shall be the closing price per share of the Common Shares of
Company stock on the Over the Counter Bulletin Board ("OTCBB") market or other
market on which the Common Shares are listed and traded on the date of grant or
award. If the Shares cease to be listed on the OTCBB or other trading market,
the Board shall designate an alternative method of determining the fair market
value of the Shares; (iv) determine the terms and provisions of each grant or
award of Plan Shares (which need not be identical) and with the consent of the
grantee or awardee, modify or amend such grant or award; (v) authorize any
person to execute on behalf of the Company any instrument required to effectuate
the grant or award previously authorized by the Committee or Board; and (vi)
make all other determinations deemed necessary or advisable for the
administration of the Plan.

8. Grants or Awards of Plan Shares.
- -----------------------------------

(d) Any grant or award of Plan Shares shall result in a decrease in the
number of Plan Shares which thereafter may be available for purposes of the
Plan.

(e) No grant or award of Plan Shares shall have any preemptive rights
attached thereto.

9. Delivery of Stock Certificates.
- ----------------------------------

As promptly as practicable after authorizing an award of Plan Shares, the
Company shall deliver to the person who is the recipient of the award, a
certificate or certificates registered in that person's name, representing the
number of Plan Shares that were granted. Unless the Plan Shares have been
registered under the Act, each certificate evidencing Plan Shares shall bear
legend to indicate that such shares represented by the certificate were issued
in a transaction which was not registered under the Act, and may only be sold or
transferred in a transaction that is registered under the Act or is exempt from
the registration requirements of the Act. In the absence of registration under
the Act, any person awarded Plan Shares may be required to execute and deliver
to the Company an investment letter, satisfactory in form and substance to the
Company, prior to issuance and delivery of the shares. An award may be made
under this Plan wherein the Plan Shares may be issued only after registration
under the Act.

10. Assignability.
- ------------------

An award of Plan Shares may not be assigned. Plan Shares themselves may be
assigned only after such shares have been awarded, issued and delivered, and
only in accordance with law and any transfer restrictions imposed at the time of
award.

11. Employment not Conferred.
- -----------------------------

Nothing in this Plan or in the award of Plan Shares shall confer upon any
Consultant or Employee the right to continue in the employ of the Company or
Affiliated Corporation nor shall it interfere with or restrict in any way the
lawful rights of the Company or any Affiliated Corporation to discharge any
Consultant or Employee at any time for any reason whatsoever, with or without
cause.

12. Laws and Regulations.
- -------------------------

The obligation of the Company to issue and deliver Plan Shares following an
award under this Plan shall be subject to the condition that the Company be
satisfied that the sale and delivery thereof will not violate the Act or any
other applicable laws, rules or regulations.

13. Withholding of Taxes.
- -------------------------

If subject to withholding tax, the Company or any Affiliated Corporation
may require that the Consultant or Employee concurrently pay to the Company the
entire amount or a portion of any taxes which the Company or Affiliated
Corporation is required to withhold by reason of granting Plan Shares, in such
amount as the Company or Affiliated Corporation in its discretion may determine.
In lieu of part or all of any such payment, the Employee may elect to have the
Company or Affiliated Corporation withhold from the Plan Shares issued hereunder
a sufficient number of shares to satisfy withholding obligations. If the Company
or Affiliated Corporation becomes required to pay withholding taxes to any
federal, state or other taxing authority as a result of the granting of Plan
Shares, and the Employee fails to provide the Company or Affiliated Corporation
with the funds with which to pay that withholding tax, the Company or Affiliated
Corporation may withhold up to 50% of each payment of salary or bonus to the
Consultant or Employee (which will be in addition to any required or permitted
withholding), until the Company or Affiliated Corporation has been reimbursed
for the entire withholding tax it was required to pay in respect of the award of
Plan Shares.

14. Reservation of Shares.
- --------------------------

The stock subject to this Plan shall, at all times, consist of authorized but
unissued Common Shares, or previously issued shares of Common Stock reacquired
or held by the Company or an Affiliated Corporation equal to the maximum number
of shares the Company may be required to issue as stated in Section 5 of this
Plan, and such number of Common Shares hereby is reserved for such purpose.

15. Amendment and Termination of the Plan.
- ------------------------------------------

The Committee may suspend or terminate this Plan at any time or from time
to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date. Otherwise, this Plan shall
terminate on the earlier of the terminal date stated in Section 3 of this Plan
or the date when all Plan Shares have been issued. The Committee shall have
absolute discretion to amend this Plan, subject only to those limitations
expressly set forth herein; however, the Committee shall have no authority to
extend the term of this Plan, to increase the number of Plan Shares subject to
award under this Plan or to amend the definition of "Employee" herein.

16. Delivery of Plan.
- ---------------------

A copy or description (for which a prospectus registering the Plan Shares will
serve) of this Plan shall be delivered to every person to whom an award of Plan
Shares is made. The Secretary of the Company may, but is not required to, also
deliver a copy of the resolution or resolutions of the Committee authorizing the
award.

17. Liability.
- --------------

No member of the Board of Directors, the Committee or any other committee of
directors, or officers, employees or agents of the Company or any Affiliated
Corporation shall be personally liable for any action, omission or determination
made in good faith in connection with this Plan.

18. Shareholder Approval.
- -------------------------

The Plan is subject to approval by the shareholders of the Company at the Annual
Meeting of Shareholders to be held on August 29, 2007.

19. Adjustments to Shares subject to the Plan.
- ----------------------------------------------

20. Federal Income Tax Consequences Relating to the 2007 Stock Plan.
- --------------------------------------------------------------------

The federal income tax consequences to the Company and its employees of awards
under the Stock Plan are complex and subject to change. The following discussion
is only a summary of the general rules applicable to the Stock Plan. Recipients
of awards under the Stock Plan should consult their own tax advisors since a
taxpayer's particular situation may be such that some variation of the rules
described below will apply.

21. Miscellaneous Provisions.
- -----------------------------

The place of administration of this Plan shall be in the State of Arizona (or
subsequently, wherever the Company's principal executive offices are located),
and the validity, construction, interpretation and effect of this Plan and of
its rules, regulations and rights relating to it, shall be determined solely in
accordance with the laws of the State of Arizona or subsequent state of
domicile, should the Company be redomiciled. Without amending this Plan, the
Committee may issue Plan Shares to employees of the Company who are foreign
nationals or employed outside the United States, or both, on such terms and
conditions different from those specified in this Plan but consistent with the
purpose of this Plan, as it deems necessary and desirable to create equitable
opportunities given differences in tax laws in other countries. All expenses of
administering this Plan and issuing Plan Shares shall be borne by the Company.

By signature below, the undersigned officers of the Company hereby certify that
the foregoing is a true and correct copy of the 2007 Stock Compensation Plan of
the Company.

GLOBAL AIRCRAFT SOLUTIONS, INC.

DATED: July 17, 2007

Global Aircraft Solutions, Inc
This Proxy is solicited on behalf of the Board of Directors
-----------------------------------------------------------
Proxy for 2007 Annual Meeting of Stockholders on August 29, 2007

The undersigned hereby appoints IAN HERMAN and JOHN SAWYER, and each of them,
the proxy or proxies of the undersigned, with full power of substitution, to
vote all shares of Common Stock, par value $0.01 per share, of Global Aircraft
Solutions, Inc (the "Company") which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of the Company to be held at the J.W. Marriott
Starr Pass Resort located at 3800 Starr Pass Blvd., Tucson, Arizona on August
29, 2007 at 12:00 PM Pacific Daylight Savings Time, and at any adjournments or
postponements thereof, with the same force and effect as the undersigned might
or could do if personally present thereat.

1. Election of Directors - The Board of Directors Recommends a Vote FOR all
Nominees

a) Nominees: Michael Hannley and Gordon Hamilton for a Three Year Term

[ ] FOR all nominees [ ] WITHHELD from all nominees
[ ] FOR all nominees except any whose name is crossed out above

2. Proposal to ratify Moss Adams, LLP as the independent auditors for Global
Aircraft Solutions, Inc. for fiscal year 2006 through July 2, 2007

The Board of Directors Recommends a Vote FOR Proposal 2.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to ratify Daszkal Bolton, LLP as the new independent auditors for
Global Aircraft Solutions, Inc. as of July 2, 2007

The Board of Directors Recommends a Vote FOR Proposal 3.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Proposal to approve the Company's 2007 Stock Compensation Plan

The Board of Directors Recommends a Vote FOR Proposal 4.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. IF A PROPERLY EXECUTED PROXY GIVES NO DIRECTION, SUCH SHARES WILL
BE VOTED "FOR" THE ELECTION OF ALL DIRECTOR NOMINEES ON MATTER 1, "FOR" MATTER
2, "FOR" MATTER 3, AND IN THE DISCRETION OF THE PROXY HOLDERS ON ALL OTHER
MATTERS TO PROPERLY COME BEFORE THE MEETING.

Dated_____________, 2007 Certificate No._________ Number of Shares__________

Certificate No._________ Number of Shares__________

_______________________ __________________________
Signature Print Name

Mark here for address change and note below [ ]
Mark here if attending Annual Meeting [ ]

PLEASE MARK, DATE, SIGN, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
POSTAGE PREPAID ENVELOPE.

Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized person.

New Address: