As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/18/05  Standard Aero Ltd                 POS AM                 2:2.8M                                   Bowne - DC/FA
          Nova Scotia 3091782
          Standard Aero Redesign Services Inc.
          Standard Aero Materials Inc.
          Standard Aero, Inc.
          Standard Aero (US) Inc.
          Nova Scotia 3091781
          Standard Aero Canada Inc.
          Standard Aero (San Antonio) Inc.
          Standard Aero (US) Legal Inc.
          Standard Aero (Alliance) Inc.
          Nova Scotia 3091783
          Standard Aero Holdings Inc.
          Not FM Canada Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Standard Aero Holdings, Inc.                        HTML   2.26M 
 2: EX-23.4     Consent of Experts or Counsel                       HTML     11K 

        We are offering to exchange all of our outstanding 8¹/4% senior subordinated notes due 2014, which we refer to as the old notes, for new 8¹/4% senior subordinated notes due 2014, in an exchange transaction that is being registered hereby. We refer to these new notes as the exchange notes, and together with the old notes, the notes. The terms of the exchange notes are identical to the terms of the old notes except that the transaction in which you may elect to receive the exchange notes has been registered under the Securities Act of 1933 and, therefore, the exchange notes are freely transferable. We will pay interest on the notes on March 1 and September 1 of each year. The first interest payment was made on March 1, 2005. The notes will mature on September 1, 2014.

      Before September 1, 2009, we may redeem some or all of the notes, subject to payment of a make-whole premium. On or after September 1, 2009, we may redeem some or all of the notes at the redemption prices set forth under “Description of the Exchange Notes — Optional Redemption.” In addition, at any time prior to September 1, 2007, we may also redeem up to 35% of the original principal amount of the notes using the proceeds of certain equity offerings at 108.25% of the principal amount of notes redeemed, plus accrued and unpaid interest and any additional interest as described in “Description of the Exchange Notes — Optional Redemption.” If we sell certain of our assets or experience specific kinds of changes in control, we must offer to purchase the notes.

      The principal features of the exchange offer are as follows:

      Broker-dealers receiving exchange notes in exchange for old notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the exchange notes.

       Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of these securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

      Each broker-dealer that receives the exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of not less than 180 days following the effective date of the registration statement, of which this prospectus is a part, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

      We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

      You should carefully consider the risks described below as well as the other information contained in this prospectus before making a decision to participate in the exchange offer. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of operations. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from fulfilling our obligations under the notes.

      We have a significant amount of indebtedness. As of June 30, 2005, excluding $50.0 million of unused commitments under our revolving credit facility, our total indebtedness was $473.4 million (of which $200.0 million consisted of the notes and the balance of which consisted of debt senior to the notes).

      Our high degree of leverage could have important consequences for you. For example, it could:

      The indenture governing the notes and our senior credit facilities contains financial and other restrictive covenants that limit our ability to engage in activities that may be in our long term best interests. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our debts.

      Any default under the agreements governing our indebtedness, including a default under our senior credit facilities that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could render us unable to pay principal, premium, if any, and interest on the notes and result in a substantial decrease in the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in our indenture and our senior credit facilities), we could be in default under the terms of the agreements governing such indebtedness, including our indenture and our senior credit facilities. In the

      Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund our operations depends on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, industry, financial, competitive, legislative, regulatory and other factors that are beyond our control.

      Based on our current and anticipated levels of operations, we believe our cash flow from operations, available cash and available borrowings under our senior credit facilities will be adequate to meet our future liquidity needs for at least the foreseeable future.

      We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior credit facilities in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facilities and the notes, on commercially reasonable terms or at all.

      If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior credit facilities and the indenture restrict our ability to dispose of assets and use the proceeds from asset dispositions. We may not be able to consummate those dispositions or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. See “Description of Senior Credit Facilities” and “Description of the Exchange Notes.”

      We and our subsidiaries will be able to incur substantial additional indebtedness in the future because the terms of the indenture governing the notes do not fully prohibit us or our subsidiaries from doing so. If new indebtedness is added to our and our subsidiaries’ current indebtedness levels, the related risks that we and they face would be magnified. In addition, the indenture governing the notes does not prevent us from incurring obligations that do not constitute indebtedness, but that could nevertheless further exacerbate the risks associated with our substantial leverage.

      The notes and the related subsidiary guarantees rank behind all of our and our subsidiary guarantors’ existing and future senior indebtedness, including borrowings under our senior credit facilities. As a result, upon any distribution to our creditors or the creditors of the subsidiary guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors or our or their property, the holders of senior indebtedness of our company and the subsidiary guarantors will be entitled to be paid in full in cash before any payment may be made with respect to the notes or the related subsidiary guarantees.

      All payments on the notes and the subsidiary guarantees will be blocked in the event of a payment default on our senior indebtedness and may be blocked for up to 179 consecutive days in the event of certain nonpayment defaults on certain of our senior indebtedness.

      In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding relating to us or the subsidiary guarantors, holders of the notes will participate with trade creditors and all other holders of our and the subsidiary guarantors’ senior subordinated indebtedness in the assets remaining after we and the subsidiary guarantors have paid all of our and their senior indebtedness. However, because the indenture requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior indebtedness instead, holders of the notes may receive less, ratably, than holders of trade payables in any bankruptcy or similar proceeding. In any of these cases, we and the subsidiary guarantors may not have sufficient funds to pay all of our creditors, and holders of the notes may receive less, ratably, than the holders of senior indebtedness.

      As of June 30, 2005, the notes and the subsidiary guarantees are subordinated to $273.4 million of senior indebtedness and an additional $50.0 million would have been available for borrowing as additional senior indebtedness under the revolving credit portion of our senior credit facilities, subject to certain conditions. We will be permitted to borrow substantial additional indebtedness, including senior indebtedness, in the future under the terms of the indenture.

      Our obligations under the notes and the related guarantees will be unsecured, but our obligations under our senior credit facilities are secured by an interest in substantially all of our assets. If we are declared bankrupt or insolvent, or if we default under our senior credit facilities, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we are unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes and the guarantees, even if an event of default exists under the indenture at such time. Furthermore, if the lenders foreclose and sell the equity interests in any subsidiary guarantor under the notes, then that guarantor will be released from its guarantee of the notes automatically and immediately upon such sale. In any such event, because the notes will not be secured by any of our assets, it is possible that there would be no assets remaining from which claims of the holders of notes could be satisfied or, if any assets remained, they might be insufficient to satisfy such claims fully. See “Description of Senior Credit Facilities.”

      The indenture governing the notes and our senior credit facilities contain various covenants that limit our ability to pursue our business strategies or to otherwise engage in activities that may be in our long-term best interests including, among other things, to:

      In addition, our senior credit facilities contain restrictive covenants and require us to maintain specified financial ratios and satisfy other financial tests. A failure by us to comply with any of the covenants in the indenture, our senior credit facilities or any other indebtedness could result in an event of default under that indebtedness and could result in cross-defaults under our other indebtedness, including the notes and our senior credit facilities, which could permit the holders to declare such indebtedness to be immediately due and payable. If we are unable to repay those amounts, the lenders under our senior credit facilities and our other secured indebtedness could proceed against the collateral granted to them. Moreover, as a result of the subordination provisions of the indenture, holders of our senior indebtedness would be entitled to receive payment in full before the holders of the notes would be entitled to any payments. In any such case, we might not have sufficient assets to repay our senior credit facilities and our other indebtedness, including the notes. See “Description of Senior Credit Facilities.”

      The guarantors of the notes will include only our restricted U.S. and Canadian subsidiaries. However, the historical consolidated and combined financial statements and the pro forma combined financial data included in this prospectus include all of our domestic and foreign subsidiaries. Our non-guarantor subsidiaries generated approximately 14.8% of our revenues for the six-month period ended June 30, 2005 and approximately 9.7% of our combined 2004 revenues and as of June 30, 2005 our non-guarantor subsidiaries held approximately 9.7% of our total assets. In addition, we will have the ability to designate certain of our subsidiaries as unrestricted subsidiaries pursuant to the terms of the indenture, and any subsidiary so designated will not be a subsidiary guarantor of the notes.

      Our non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that we or the subsidiary guarantors have to receive any assets of any of the non-guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of notes to realize proceeds from the sale of any of those subsidiaries’ assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors and holders of debt of that subsidiary.

      Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our senior credit facilities will not allow such repurchases. Accordingly, we may not be able to satisfy our obligations to purchase your notes unless we are able to refinance or obtain waivers under our senior credit facilities. Our failure to repurchase the notes upon a change of control would cause a default under the indenture and a cross-default under the senior credit facilities. Our senior credit facilities also provide that a change of control will be a default that permits the lenders to accelerate the maturity of borrowings thereunder. Any of our future debt agreements may contain similar provisions. In addition, certain important corporate events, such as leveraged recapitalizations, that would increase the level of our indebtedness may not constitute a “Change of Control” under the indenture governing the notes. Therefore, if an event occurs that does not constitute a “Change of Control,” we will not be required to make an offer to repurchase the

      Certain of our borrowings, primarily borrowings under our senior credit facilities, bear interest at variable rates and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows would decrease. While we may enter into agreements limiting our exposure, such agreements may not offer complete protection from this risk.

      The issuance of the notes and the guarantees may be subject to review under federal and state fraudulent transfer and conveyance statues. While the relevant laws may vary from state to state, under such laws the payment consideration will be a fraudulent conveyance if (1) we paid the consideration with the intent of hindering, delaying or defrauding creditors or (2) we or any of our guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the notes or a guarantee, and, in the case of (2) only, one of the following is also true:

      If a court were to find that the issuance of the notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness of ours or such guarantor, or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to our other debt and that of our subsidiaries that could result in acceleration of such debt.

      Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

      We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time, or regardless of the standard that a court uses, that the issuance of the notes and the guarantees would not be subordinated to our or any guarantor’s other debt.

      If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the notes.

      There is no established trading market for the exchange notes. Although the initial purchasers have informed us that they currently intend to make a market in the exchange notes, they have no obligation to do so and may discontinue making a market at any time without notice. Therefore, we cannot guarantee that an active market for the exchange notes will develop or, if developed, that it will continue.

      We intend to apply for the exchange notes to be designated as eligible for trading on PORTAL. However, we do not intend to apply for listing of the exchange notes on any securities exchange or for quotation through Nasdaq.

      The liquidity of any market for the exchange notes will depend upon the number of holders of the exchange notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the exchange notes and other factors. A liquid trading market may not develop for the notes. If a market develops, the notes could trade at prices that may be lower than the initial offering price of the notes.

      Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes offered hereby. The market for the exchange notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your exchange notes.

      We are a holding company with no direct operations. Our principal assets are the equity interests we hold in our operating subsidiaries. As a result, we are dependent upon dividends and other payments from our subsidiaries to generate the funds necessary to meet our outstanding debt service and other obligations. Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our indebtedness, including the notes. In addition, any payments on dividends, distributions, loans or advances to us by our subsidiaries could be subject to restrictions on dividends or repatriation of earnings under applicable local law and monetary transfer restrictions in the jurisdictions in which our subsidiaries operate. In addition, payments to us by our subsidiaries will be contingent upon our subsidiaries’ earnings. Our subsidiaries are permitted under the terms of our indebtedness, including the indenture governing the notes, to incur additional indebtedness that may restrict payments from those subsidiaries to us. We cannot assure you that agreements governing the current and future indebtedness of our subsidiaries will permit those subsidiaries to provide us with sufficient cash to fund payments on the notes when due.

      Our subsidiaries are separate and distinct legal entities and, except for our existing and future subsidiaries that will be the guarantors of the notes, they will have no obligation, contingent or otherwise, to pay amounts due under the notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. In addition, any guarantee of the notes will be subordinated to any senior indebtedness of a subsidiary guarantor to the same extent that the notes are subordinated to the senior indebtedness.

      We will only issue exchange notes in exchange for old notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the old notes and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the old notes. If

      In the course of their review of our consolidated financial statements for the three and six months ended June 30, 2005, our independent auditors identified a control deficiency in our internal control over financial reporting that, in the judgment of our independent auditors and our management, constitutes a material weakness as defined by the Public Company Accounting Oversight Board’s Auditing Standard No. 2. Our independent auditors and our management have concluded that our inadequate controls and procedures with respect to our determination and review of our quarterly and annual tax provisions in accordance with accounting principles generally accepted in the United States (GAAP) constituted a material weakness. This material weakness resulted in errors in our financial statements that required us to restate our consolidated financial statements for the 2004 Post-Acquisition Period and for the first quarter of 2005 and to record audit adjustments in the second quarter of 2004 to correct the income tax provision and related balance sheet accounts. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Restatement and Internal Control over Financial Reporting.”

      While we believe that the restatement corrected the errors caused by the material weakness, our management has not yet concluded that the material weakness has been remediated. Additionally, we cannot assure you that other material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to remediate the material weakness or design, implement and maintain new or improved controls and procedures designed to prevent additional material weaknesses could cause us to fail to meet our periodic reporting obligations or result in additional errors and material misstatements not detected by management in our financial statements. Any such failure could adversely affect the results of periodic management evaluations and annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that will be required when the SEC’s rules under Section 404 of the Sarbanes-Oxley Act of 2002 become applicable to us beginning with our Annual Report on Form 10-K for the year ending December 31, 2006, to be filed in early 2007. Such a failure could also cause investors to lose confidence in our reported financial information and adversely affect the value of the notes.

      Approximately 51.8% and 52.4% of our revenues for the year ended December 31, 2004 and the six-month period ended June 30, 2005, respectively, were generated under long-term contracts, primarily related to services provided to military end-users, including the U.S. Air Force, through our contract to provide MRO services at the former Kelly Air Force Base. These revenues depend on the

      The majority of the facilities and equipment we use in providing MRO services to the U.S. military are provided to us under the terms of contracts with the U.S. Government or a prime contractor. If we were unable to use these government-furnished factories and equipment, we could be required to incur significant capital investment to fulfill our obligations under such contracts and our financial condition, results of operations and cash flows could be materially adversely affected.

      A decline in the operational tempo of the U.S. military could reduce aircraft engine maintenance cycles, which could adversely affect our results of operations. The frequency of maintenance cycles is largely dependent on levels of engine utilization and correlates to the frequency of aircraft deployment. For example, our results of operations in recent periods have been impacted significantly by the increased operational tempo of the U.S. military, which has resulted in increased MRO events for T56 and other engines. We do not anticipate the operational tempo of the U.S. military to remain at such increased levels indefinitely, and expect that the operational tempo of the U.S. military will be lower in 2005 than it was in 2004. Such a reduction in operational tempo in 2005 or in future periods may reduce the demand for our services, which could adversely impact our results of operations.

      Services to our military end-users accounted for 44.2% of our revenues for the six-month period ended June 30, 2005 and 47.3% of our combined 2004 revenues. The U.S. military and the Canadian Air Force are our two largest military end-users, representing approximately 36.1% and 2.3% of our revenues for the six-month period ended June 30, 2005, respectively. Defense spending by U.S., Canadian and European governments has fluctuated in recent years, at times resulting in reduced demand for our services. Growth in sales to our military customers depends on continued outsourcing by the U.S. military of certain MRO functions. This outsourcing may cease or decrease in the future. U.S. federal law currently prevents the U.S. military from outsourcing more than 50% of depot-level maintenance without a waiver from the Secretary of Defense, and we believe that the military is approaching this threshold. Additionally, the retirement of mature aircraft from the U.S. military may decrease the need for our MRO services.

      If military spending declines in the future or is refocused away from markets in which we operate or aircraft in which our services are used, or if military outsourcing decreases or ceases, our business, results of operations and financial condition would be materially adversely affected. Additionally, unlike civil aviation, military organizations have discretion over their own maintenance regimens. Military end-users may elect to reduce MRO spending by lengthening the time between required overhaul for certain engines, which could adversely affect our results of operations.

      The long-term prospects of our business depend in part on the size of the installed base across the engine platforms we service. A significant portion of our revenues is generated from engine platforms that are mature and for which the installed base is flat or is declining, including the T56, AE3007, Model 250, PT6 and PW100 engine platforms. We expect the installed base of T56 engines currently in service in the U.S. and Canadian militaries to decline by approximately 700 engines by 2010 due largely to P-3 Orion retirements and C-130A-H replacements by C130Js, and cannot assure you that the installed base for these engines will not decline more rapidly than we expect. Although aircraft currently powered by T56 engines are being replaced with aircraft powered by the AE2100, for which we also provide MRO services, we do not expect the loss in revenues due to the retirement of T56-powered aircraft to be fully offset by revenues from AE2100-powered aircraft due to the time lag between the deployment of AE2100-powered aircraft and their first scheduled maintenance events and the types and frequency of MRO services that we may be called upon to provide for these engines. If we are unable to offset the declining installed base with price increases, market share gains, or services for new or additional platforms, or if such new or additional platforms are not used as widely or at as high a rate as the engines that we currently service, our results of operations will be adversely affected.

      Any future new engine programs will also require significant investments to obtain authorizations, build facilities, procure tools and parts and train employees and may be subject to similar uncertainties. Such new programs may fail to generate sufficient returns to allow us to recover the investments we make in such platforms.

      Our primary competitors are OEMs, other independent MRO service providers, and the in-house maintenance services of the commercial airlines. Certain characteristics of these competitors are as follows:

      Service divisions of OEMs. We estimate that the service divisions of OEMs, including Rolls-Royce, General Electric, Pratt & Whitney Canada and Honeywell, comprise approximately one-half of the market for MRO services. Service divisions of OEMs compete on the basis of their affiliations with OEMs, which may give them design authority, brand recognition, strong and long-term customer relationships beginning with the original sale of the engines, the ability to adapt more quickly to customer requirements involving technical specification changes, a diverse product and service base, significant financial resources, control over certification and control over sources of approved parts. OEMs are attempting, or may in the future attempt, to perform a greater portion of the repair and overhaul services related to the engines they manufacture themselves or change the pricing or level of workscopes that we receive.

      Other independent MRO service providers. Most of the independent MRO service providers that compete with us also operate under authorizations from OEMs. Certain of these competitors may have certain stronger and longer-term customer relationships and greater financial resources.

      In-house maintenance services of the commercial airlines. While recently there has been an increasing trend among commercial carriers to outsource engine MRO, some of the large commercial airlines maintain in-house MRO service divisions. These service divisions often provide MRO services externally but do not have the benefit of holding OEM authorizations to provide MRO services to third

      We believe that providers of MRO services have traditionally competed on the basis of price, quality and the ability to perform repairs and overhauls rapidly. Developing and maintaining a competitive advantage will require continued investments in technology, engineering, operations, customer service and sales and marketing. We may not have sufficient resources to make the necessary investments and we may not be able to compete effectively. Furthermore, our business, results of operations and financial condition may be materially adversely affected by changes in the competitive environment, including any intensification of competition, which could lead to a loss of business and a decline in our margins.

      We depend on authorizations granted by OEMs to service the engines manufactured by them. These authorizations can provide important competitive advantages, such as discounts on parts and services purchased from the OEMs and access to OEM technical information and upgrade campaigns. If an OEM fails to renew or extend an existing service authorization or if authorization fees increase significantly, our results of operations may be materially adversely affected. Additionally, there is generally no restriction on the ability of OEMs to grant licenses to other competitors and there can be no assurance that other service providers will not be authorized on platforms on which we are the primary or sole independent provider. For example, we are currently the only independent authorized MRO provider for the CF34 in North America and our ability to win new business in this market could be affected if General Electric authorizes additional independent service providers.

      A number of factors could cause us to lose existing authorizations, including:

      We depend on certain component parts and material suppliers for our MRO operations. Our authorizations from OEMs often require that we purchase component parts from the OEMs or their designated distributors. During the year ended December 31, 2004, parts purchases from Rolls-Royce and Pratt & Whitney Canada accounted for 32.8% and 13.3% of our total parts purchases, respectively. During the six months ended June 30, 2005, parts purchases from Rolls-Royce and Pratt & Whitney Canada accounted for 25.2% and 17.7% of our total parts purchases, respectively. Additionally, during the year ended December 31, 2004 and the six months ended June 30, 2005, we made an additional 35.7% and 35.4% of our total parts purchases, respectively, from the Defense Logistics Agency and Aviall, Inc., a parts distributor that is the exclusive distributor for certain Rolls-Royce engines. The loss of any of these key suppliers could have a material adverse effect on our business and results of operation. We have at times experienced delays in receiving component parts and raw materials from our key suppliers, and any significant future delays could have a material adverse effect on our business and results of operations. If we had to develop alternative sources of supply, our ability to supply parts to our customers when needed could be impaired, business could be lost and margins could be reduced.

      Our continued supply of materials may also be affected by:

      In addition, some of our non-OEM supplier contracts are short-term or renewable contracts. If we are unable to continue to purchase these products at competitive prices, or at all, or if we are unable to find alternative sources for these products, our business could be adversely impacted.

      We have entered into multi-year, fixed-price contracts (including fixed-price arrangements based on engine utilization) with some of our customers, in which we have agreed to service engines for a price determined based on then-existing engine maintenance and usage data. Several factors may cause the costs we incur in fulfilling these contracts to vary substantially from our original estimates, including the actual condition of the customer’s engine fleet and our ability to inspect the condition of the customers’ aircraft prior to bidding. We bear the risk that increased or unexpected costs may reduce our profit or cause us to sustain losses on the contract. In a fixed-price contract, we must fully absorb cost overruns, notwithstanding the difficulty of estimating all of the costs we will incur in performing these contracts. In the case of one contract that we have with a foreign government, we have experienced losses for work scopes that have exceeded our original estimates, partly because we did not have the opportunity to inspect engines prior to bidding the contract and we may experience additional losses during the remaining term of this contract. In such cases, we may be unable to estimate the existence or the magnitude of losses until engines are delivered to us, despite any prior experience under the contract. Consequently, our recorded reserves only reflect estimated losses on engines delivered to us and actual losses may be higher than such reserves. Our ability to terminate fixed-price contracts is generally limited and we may be subject to liquidated damages in the event we elect early termination.

      In the aftermath of the September 11, 2001 terrorist attacks, passenger traffic on commercial flights was significantly lower than prior to the attacks. Most commercial airlines reduced their operating schedules, lowered fares and implemented cost reduction initiatives. The impact of the war on terror, the outbreak of the Severe Acute Respiratory Syndrome (SARS) virus in 2003 as well as increases in fuel costs and a weak U.S. economy resulted in a decrease in revenue passenger miles and large and continuing losses in the airline industry. Many carriers around the world have filed for bankruptcy and others are considering filing for bankruptcy protection. Bankruptcies of our customers could materially impact our revenues, result in account losses or could lead to litigation against us for preference payments or other claims. For example, certain of our bankrupt customers have filed claims against us to recover amounts that we retained upon their default under our agreements with them. Although we are vigorously contesting these claims, their outcomes are uncertain.

      Additionally, subsequent world developments, such as acts of terrorism, may lead to additional hostilities, as well as economic and political instability — which could adversely affect the number of new regional jet deliveries and the utilization of regional and business aviation engines that we service. As

      The following additional factors may also have a negative impact on our regional and business jet aviation revenues:

      The foregoing factors, many of which are beyond our control, may have a material adverse effect on our business, financial condition or results of operation.

      We operate in a highly regulated industry and need a number of regulatory approvals to provide our services. In addition, most of our authorizations with OEMs terminate at the option of the OEM if we fail to obtain or maintain necessary approvals or fail to comply with applicable regulations. Failure to obtain, maintain or comply with regulatory approvals, or the costs associated with obtaining, maintaining or complying with any such regulatory approvals, could have a material adverse effect on our business, results of operations and financial condition. Regulatory authorities monitoring our performance and products include the U.S. Federal Aviation Administration, or the FAA, a consortium of European regulatory authorities called the Joint Aviation Authorities, the U.K. Civil Aviation Authority, Transport Canada and others. Certain of these regulatory authorities require, among other things, that we:

      The U.S. Department of Defense, the Canadian military and most other military organizations to which we provide services similarly require us to comply with all applicable government regulations when servicing their equipment and may conduct reviews similar to those conducted by civil regulatory authorities. We are also subject to U.S. Commerce, Treasury and State Department regulations and other governmental trade regulations including regulations that govern citizenship and nationality that can increase costs and add to the complexity of doing business with aerospace and defense products. In addition, we may become subject to new governmental regulations if we expand our business into new countries or sell new products or services. The imposition of new, different or more stringent regulations could also materially adversely affect us because we might be unable to comply with them or compliance may require significant additional expenditures.

      The facilities at which we provide our services could be damaged or disrupted by a natural disaster, war or terrorist activity. Although we have obtained property damage and business interruption insurance, a major catastrophe, such as an earthquake, hurricane, flood, tornado or other natural disaster at any of our sites, or war or terrorist activities in any of the areas where we conduct operations could result in prolonged interruption of our business. Any disruption resulting from these events could cause significant

      While our functional currency is the U.S. dollar, our revenues, costs, assets and liabilities are denominated in a variety of currencies, particularly the U.S. dollar, the Euro and the Canadian dollar. As a result, our results of operations and financial condition will be affected by fluctuations in exchange rates. Our most significant foreign currency exposure has historically been our Canadian dollar operating expenses. The recent strengthening of the Canadian dollar contributed to an increase in our operating expenses, largely payroll.

      We may enter into derivative instruments to protect against currency transaction risk. However, we may not, in all cases, be able to successfully manage our currency transaction risks through the derivative instruments.

      Our business is subject to certain risks associated with doing business internationally. Most of our operations are in the United States and Canada, but we also have operations in other markets and may, in the future, expand organically or through acquisition into additional markets. We have a presence in six different countries with facilities in five of those countries. The revenues of our foreign subsidiaries represented 45.3% of our total revenues in the six-month period ended June 30, 2005 and 35.8% of our total combined 2004 revenues. International operations are subject to many additional risks, including:

      Any one of these factors could materially adversely affect our sales of products or services to international customers, which could materially adversely affect our business, results of operations and financial condition.

      A failure or malfunction of an engine for which we provided MRO services could result in claims for personal injury, death or property damage. In addition, many factors beyond our control could lead to liability claims, including:

      We have obtained insurance coverage with respect to these types of liabilities. However, any liability not covered by insurance or for which third-party indemnification is not available could require us to dedicate a substantial portion of our cash flows to make payments on these liabilities. Some of our service contracts with OEMs do not limit our liability or provide for indemnification by the OEMs against losses arising from parts or work provided to us by the OEMs. Furthermore, we may incur significant expenses in the course of defending against claims. In addition, adequate insurance may not be available in the future or may be available only on unacceptable terms. Additionally, we are also subject to warranty claims for which our reserves may prove to be inadequate.

      Our operations are subject to various laws and regulations, including those relating to:

      We are required to obtain environmental permits from governmental authorities. These authorities can modify or revoke such permits and can enforce compliance with laws, regulations and permits by issuing orders and assessing fines. We incur capital and operating costs to comply with laws, regulations and permits. We cannot assure you that regulators will not successfully challenge our compliance or require us to expend significant amounts to comply with applicable environmental laws.

      Historical contamination is known or suspected to exist at or about certain of our facilities located on land that has been used for industrial purposes for a long time or in facilities that contain or have contained asbestos. Under some circumstances, we could be held responsible for cleaning up contamination at our facilities, including facilities that we have sold or transferred to other companies, or at waste disposal sites we use. We could also be held liable for any damages from exposure to such contamination. For these reasons, we do not know the ultimate environmental liabilities and other costs that we face or costs from our workforce’s exposure to harmful agents in the engines we service. It is possible that such environmental liabilities and other costs could materially adversely affect our business, results of operations and financial condition.

      We intend to pursue acquisitions or business combinations that we believe may present opportunities to enhance our market position and extend our technological capabilities, realize significant synergies, operating expense reductions or overhead cost savings. This strategy will depend in part on whether any suitable businesses are available at acceptable valuations and our ability to finance the purchase price of any acquisitions. Any acquisition that we make could present a variety of risks, including:

      As a result of these factors, if an acquisition were to occur, our business, financial condition or results of operation could be materially adversely affected.

      The indenture governing the notes restricts our ability to engage in certain mergers or other similar transactions. In addition, upon the occurrence of certain change of control events, we will be required to offer to repurchase the notes. However, the indenture will not prohibit us from engaging in all transactions, including certain acquisitions and other business combinations that could have the effect of substantially increasing our level of indebtedness or otherwise result in significant changes to our capital structure.

      Our continued success depends on the services of certain of our executive officers and on our ability to attract and retain qualified managerial and technical personnel experienced in the various operations of our businesses. Loss of the services of these employees could materially adversely affect our operations.

      Competition for qualified technical personnel is intense, and we have, at times, found it difficult to attract and retain skilled personnel for our operations. Failure to attract or retain highly qualified personnel could have a material adverse effect on our business, results of operations and financial condition.

      Our operations involve the use of non-patented know-how, trade secrets, processes and other proprietary information. While we employ various methods to protect our proprietary information, our proprietary information may become known to, or be independently developed by, competitors, or our proprietary rights in intellectual property may be challenged, any of which could have a material adverse effect on our business, financial condition and results of operations.

      As result of the Acquisition, certain affiliates of Carlyle own all of our equity and are able to control our affairs. As a result, Carlyle controls the appointment of our management, the entering into of mergers, and all other matters requiring the consent of our stockholders. We may also pursue potential business combinations with other Carlyle affiliates in the future. The interests of Carlyle and its affiliates could conflict with yours. For example, if we encounter financial difficulties or are unable to pay our indebtedness as it matures, the interests of Carlyle as an equity holder might conflict with your interests as a note holder. In addition, Carlyle or its affiliates may in the future own businesses that directly compete with ours.

      Concurrently with the sale of the old notes on August 20, 2004, we entered into a registration rights agreement with the initial purchasers of the old notes, which requires us to file the registration statement under the Securities Act with respect to the exchange notes and, upon the effectiveness of the registration statement, offer to the holders of the old notes the opportunity to exchange their old notes for a like principal amount of exchange notes. The exchange notes will be issued without a restrictive legend and may generally be reoffered and resold without registration under the Securities Act. The registration rights agreement further provides that we must use our reasonable best efforts to complete the exchange offer within 360 days of the issue date of the old notes and consummate the exchange offer within 30 business days after the effective date of our registration statement.

      Except as described below, upon the completion of the exchange offer, our obligations with respect to the registration of the old notes and the exchange notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part, and this summary of the material provisions of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the complete registration rights agreement. Assuming the timely effectiveness of the registration statement of which this prospectus is a part, we will not have to pay additional interest on the old notes provided in the registration rights agreement. Following the completion of the exchange offer, holders of old notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and the old notes will continue to be subject to certain restrictions on transfer. Additionally, the liquidity of the market for the old notes could be adversely affected upon consummation of the exchange offer. See “Risk Factors — If you do not properly tender your old notes, your ability to transfer your old notes will be adversely affected.”

      Under certain circumstances specified in the registration rights agreement, we may be required to file a “shelf” registration statement for a continuous offer in connection with the old notes pursuant to Rule 415 under the Securities Act.

      Based on an interpretation by the SEC’s staff set forth in no-action letters issued to third parties unrelated to us, we believe that, with the exceptions set forth below, exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

      Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the SEC’s staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.” Broker-dealers who acquired old notes directly from us and not as a result of market-making activities or other trading activities may not rely on the staff’s interpretations discussed above or participate in the exchange offer, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the old notes.

      Upon the terms and subject to the conditions set forth in this prospectus, we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on ____________, 2005, or such date and time to which we extend the offer. We will issue $1,000 in principal amount of exchange notes in exchange for each $1,000 principal amount of old notes accepted in the exchange offer. Holders may tender some or all of their old notes pursuant to the exchange offer. However, old notes may be tendered only in integral multiples of $1,000 in principal amount.

      The exchange notes will evidence the same debt as the old notes and will be issued under the terms of, and entitled to the benefits of, the indenture relating to the old notes.

      As of the date of this prospectus, $200.0 million in aggregate principal amount of senior subordinated notes were outstanding, and there was one registered holder, a nominee of the Depository Trust Company, or DTC. This prospectus is being sent to that registered holder and to others believed to have beneficial interests in the old notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

      We will be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice thereof to Wells Fargo Bank, National Association, the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading “— Conditions to the Exchange Offer” or otherwise, such unaccepted old notes will be returned, without expense, to the tendering holder of those old notes promptly after the expiration date unless the exchange offer is extended.

      Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees or transfer taxes with respect to the exchange of old notes in the exchange offer. We will pay all charges and expenses applicable to the exchange offer, other than certain applicable taxes, underwriting discounts, if any, and commissions and transfer taxes, if any, which shall be borne by the holder. See “— Fees and Expenses.”

      The expiration date shall be 5:00 p.m., New York City time, on ____________, 2005, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent and each registered holder of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion:

      In the event that we make a fundamental change to the terms of the exchange offer, we will file a post-effective amendment to the registration statement of which this prospectus is a part.

      If you are a participant that has old notes which are credited to your DTC account by book-entry and which are held of record by DTC, you may tender your old notes by book-entry transfer as if you were the record holder. Because of this, reference herein to registered or record holders include DTC participants with old notes credited to their accounts. If you are not a DTC participant, you may tender your old notes

      To tender old notes in the exchange offer, you must:

      Participants in DTC’s ATOP program must electronically transmit their acceptance of the exchange by causing DTC to transfer the old notes to the exchange agent in accordance with DTC’s ATOP procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

      Your tender, if not withdrawn before the expiration date, will constitute an agreement between you and us in accordance with the terms and subject to the conditions described in this prospectus.

      We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered old notes, which determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. Unless waived, you must cure any defects or irregularities in connection with tenders of old notes within the time we determine. Although we intend to notify you of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give you that notification. Unless waived, we will not deem tenders of old notes to have been made until you cure the defects or irregularities.

      In addition, we reserve the right in our sole discretion to purchase or make offers for any old notes that remain outstanding after the expiration date or, as set forth under “— Conditions to the Exchange Offer,” to terminate the exchange offer and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions, or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

      Subject to and effective upon the acceptance for exchange and exchange of exchange notes and payment of the applicable exchange fee for old notes tendered by a holder of old notes causing an agent’s message to be transmitted to the exchange agent, a tendering holder of old notes will be deemed to:

      Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where those old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See “Plan of Distribution.”

      If we do not accept any tendered old notes for any reason described in the terms and conditions of the exchange offer or if you withdraw or submit old notes for a greater principal amount than you desire to exchange, we will return the unaccepted, withdrawn or non-exchanged notes without expense to you as promptly as practicable by crediting the old notes to your account maintained with DTC as promptly as practicable.

      The exchange agent will make a request to establish an account with respect to the old notes at the book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the book-entry transfer facility’s systems may make book-entry delivery of old notes being tendered by causing the book-entry transfer facility to transfer such old notes into the exchange agent’s account at the book-entry transfer facility in accordance with that book-entry transfer facility’s procedures for transfer. In all cases, we will issue exchange notes for old notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

      If we do not accept any tendered old notes for any reason set forth in the terms of the exchange offer, we will credit the non-exchanged old notes to your account maintained at DTC.

      Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

      To withdraw a tender of old notes in the exchange offer, the holder must cause to be transmitted to the exchange agent an agent’s message, on or before the expiration date. In addition, the exchange agent must receive a timely confirmation of book-entry transfer of the old notes out of the exchange agent’s account at DTC under the procedure for book-entry transfer described herein, on or before the expiration date.

      We will determine in our sole discretion all questions as to the validity, form and eligibility of the notices, and our determination will be final and binding on all parties. We will not deem any properly withdrawn old notes to have been validly tendered for purposes of the exchange offer, and we will not issue exchange notes with respect to those old notes, unless you validly retender the withdrawn old notes. You may retender properly withdrawn old notes by following the procedures described above under “— Procedures for Tendering” at any time before the expiration date.

      Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time before the acceptance of those old notes for exchange or the exchange of the exchange notes for those old notes, we determine that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

      The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

      In addition, we will not accept for exchange any old notes tendered, and no exchange notes will be issued in exchange for those old notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

      Wells Fargo Bank, National Association has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or should be directed to the exchange agent addressed as follows:

      Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

      We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, accounting, legal, printing and related fees and expenses.

      We will pay all transfer taxes, if any, applicable to the transfer and exchange of old notes to us in the exchange offer. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder.

      This exchange offer is intended to satisfy our obligations under the registration rights agreement, dated August 20, 2004 by and among us, the guarantors party thereto, and the initial purchasers of the old notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. We will receive in exchange old notes in like principal amount. We will retire or cancel all of the old notes tendered in the exchange offer.

      On August 20, 2004, we issued and sold the old notes. We used the proceeds from the offering of the old notes, together with borrowings under the senior credit facilities and equity contributions from certain affiliates of Carlyle, to fund payment of the consideration for the Acquisition and to pay related fees and expenses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Capital Resources” and “The Acquisition.”

      The following table sets forth our capitalization as of June 30, 2005. This table should be read in conjunction with the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

      The following table sets forth certain of our selected historical financial data including consolidated financial data as of June 30, 2005 and for the six months ended June 30, 2005 and the 2004 Post-Acquisition period (which are referred to in the table below under the heading Successor) and the combined financial data of the MRO division of Dunlop Standard (which are referred to in the table under the heading Predecessor). The financial data as of June 30, 2005 and for the six months ended June 30, 2004 and 2005 have been derived from the unaudited financial statements included elsewhere in this prospectus, and include, in the opinion of our management, all adjustments, consisting of only normal, recurring adjustments, necessary for a fair presentation of such data. The results of operations for the six months ended June 30, 2005 are not necessarily indicative of results to be expected for the entire year or any other periods. The financial data as of December 31, 2004, and for the 2004 Post-Acquisition Period, have been derived from the audited consolidated financial statements of Standard Aero Holdings, Inc. included elsewhere in this prospectus as of such date and for such period. The financial data as of December 31, 2003 and for the 2004 Predecessor period and for the years ended December 31, 2003 and 2002 have been derived from the audited combined financial statements of the MRO division of Dunlop Standard included elsewhere in this prospectus as of such date and for such periods. The financial data as of December 31, 2002 and for the year ended December 31, 2001 have been derived from the audited combined financial statements of the MRO division of Dunlop Standard as of such date and for such period, which are not included elsewhere in this prospectus. The financial data as of December 31, 2001 and 2000 and for the year ended December 31, 2000, have been derived from the unaudited accounting records of the MRO division of Dunlop Standard as of such dates and for such period, which are not included elsewhere in this prospectus. You should read these data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements, including the related notes, appearing elsewhere in this prospectus.

      Set forth below is certain unaudited pro forma combined financial data for the year ended December 31, 2004. The unaudited pro forma combined statement of operations data for the year ended December 31, 2004 have been derived from the audited combined financial statements of the MRO division of Dunlop Standard for the 2004 Predecessor period and from the audited consolidated financial statements of Standard Aero Holdings, Inc. for the 2004 Post-Acquisition period, and give effect to the Acquisition, including the related financing transactions, as if it had occurred as of January 1, 2004. The unaudited pro forma financial data do not purport to represent what our results of operations would have been if the Acquisition had occurred on such date, or what our results of operations will be for any future period.

      The Acquisition was accounted for using the purchase method of accounting in accordance with SFAS No. 141, Business Combinations, pursuant to which the total purchase price of the Acquisition, including related fees and expenses, was allocated to our net assets based upon their estimated fair value. The final allocation of the total purchase price to our net assets was made after the closing of the Acquisition based on a formal valuation analysis of the fair value of our assets and the resolution of any post-closing purchase price adjustments pursuant to the purchase agreement relating to the Acquisition.

      The Acquisition purchase price, including direct costs of the Acquisition of $28.0 million, was $699.7 million. The Acquisition was financed with $325.0 million of indebtedness borrowed under the term-loan portion of our senior credit facilities, the issuance of $200.0 million of notes, and $215.0 million of equity contributed by Carlyle.

      We allocated the purchase price based on the fair values of the assets acquired and liabilities assumed at the acquisition date, as follows:

      The unaudited pro forma combined financial data should be read together with “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated and combined financial statements, including the related notes, included elsewhere in this prospectus.

      (1) Cost of revenues for the Successor include $21.4 million of inventory costs which resulted from the adjustments to fair value at the date of Acquisition.

      The following discussion of our financial condition and results of operations should be read together with “Selected Historical Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Information” and our consolidated and combined financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements about our business, operations, and the markets for our products. Our future results and financial condition may differ materially from those we currently anticipate as a result of the factors we describe under “Forward-Looking Statements,” “Risk Factors” and elsewhere in this prospectus.

      On August 24, 2004, we acquired the maintenance, repair and overhaul, or MRO, business of Dunlop Standard Aerospace Group Limited (which we refer to as Dunlop Standard or Predecessor). We refer to that transaction as the “Acquisition.” For more information relating to the Acquisition, see “The Acquisition.” We are a wholly owned subsidiary of Standard Aero Acquisition Holdings, Inc., which like us, is a corporation formed at the direction of The Carlyle Group.

      Prior to the Acquisition, the MRO business of Dunlop Standard was not operated as a stand-alone business, but as part of Dunlop Standard’s broader operations. Due to the Acquisition, and the resultant application of purchase accounting, Dunlop Standard’s pre-Acquisition combined financial statements and our post-Acquisition consolidated financial statements have been prepared on different bases of accounting and therefore are not necessarily comparable. In the presentation of our results of operations and the discussion of our business in this prospectus, the period from January 1, 2004 through August 24, 2004 is referred to as the 2004 Predecessor period and the period from August 25, 2004 through December 31, 2004 is referred to as the 2004 Post-Acquisition period. Financial results for the 2004 Predecessor period and the 2004 Post-Acquisition period have sometimes been combined in this Prospectus for convenience of discussion and are together referred to as “combined 2004.”

      We are a leading independent provider of aftermarket MRO services for gas turbine engines used primarily for military, regional and business aircraft. We also supply repair and overhaul services for gas turbine engines used in co-generation and energy supply as well as consultancy and redesign services related to the MRO process and facilities.

      Our Aviation MRO segment is our only reportable segment. Our Redesign Services and Energy Services operating segments are not reportable and have been combined and disclosed in “Other Services” as they do not meet any of the quantitative thresholds under SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. Our Aviation MRO segment involves the comprehensive MRO services that we provide on a wide range of aircraft engines, modules and accessories for military, regional and business aircraft. Our Other Services include the MRO services, control systems and engineering services that we provide to the power generation, mechanical drive and cogeneration markets. Our Other Services also include our Redesign Services business through which we provide consulting services to transform and optimize efficiencies in the MRO process and facilities of certain of our customers.

      Generally, manufacturer specifications, government regulations and military maintenance regimens require that engines undergo MRO servicing at regular intervals or upon the occurrence of certain events during the serviceable life of each engine. As a result, the aggregate volume of MRO services required for any particular engine platform is a function of three factors:

      Because we provide MRO services with respect to specific engine platforms, the services we provide, and thus our revenues, are influenced to a significant degree by the size, age and utilization rate of the installed base of those engine platforms.

      We typically provide MRO services to our customers under “time-and-materials” arrangements pursuant to which we charge our customer a price based on the specific work to be performed on each engine. In some cases, this price is based on negotiated hourly rates for labor and for replacement parts. We also provide MRO services under fixed price contracts or under fixed price per engine utilization arrangements, a variation of a fixed-price arrangement pursuant to which customers pay us a negotiated price per hour or cycle that each engine is operated and we assume responsibility for MRO services for that engine.

      In the course of reviewing our financial statements for the three and six months ended June 30, 2005, our independent auditors identified errors with respect to our valuation of certain foreign deferred tax liabilities. After initial discussions with our audit committee, our management reviewed these matters in further detail, and after completing its analysis, recommended to the audit committee that our previously disclosed financial results be restated to correct these errors. The audit committee agreed with this recommendation and determined at a meeting on August 14, 2005, that we would restate our financial statements for the 2004 Post-Acquisition Period and the first quarter of 2005 and reclassify certain line items in our consolidated statements of operations for the 2004 Predecessor Period and the years ended December 31, 2002 and 2003. The audit committee also determined that, in light of the restatement and the reclassification, the financial statements and other information referred to above should no longer be relied upon.

      We conduct the majority of our transactions in U.S. dollars, and, therefore, both we and our subsidiaries use the U.S. dollar as our functional currency to measure our transactions. In connection with the Acquisition, we established certain deferred tax liabilities on our consolidated balance sheet. Since the Acquisition, the deferred tax liabilities attributable to certain of our Canadian operations and our Dutch operations were recorded as if such liabilities were in U.S. dollars. These deferred tax liabilities should have been computed in Canadian dollars and Euros, respectively, and remeasured into U.S. dollars. Since the value of these currencies moved against the U.S. dollar, a foreign exchange gain or loss should have been recorded in our consolidated income statements for the periods ended December 31, 2004 and March 31, 2005. In addition, at the time of the Acquisition, the deferred tax liabilities attributable to indefinite life assets relating to our Canadian operations were computed using the regular tax rate whereas the liabilities should have been computed using the capital gains rate, which is substantially lower. As a result, the deferred tax liabilities and goodwill recorded on our consolidated balance sheet should have been lower. Additionally, in determining the deferred tax liability related to our Dutch operations for the period ending December 31, 2004, we failed to give effect to a recent reduction in the applicable tax rate. As a result, the deferred tax liability for our Dutch operations for the period was overstated.

      Under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, a company has the option of including gains or losses, resulting from changes in deferred foreign tax liabilities, either in pre-tax income or in the benefit or provision for income taxes line item of the consolidated statements of operations. Prior to the restatement, we included such gains or losses in the selling, general and administrative expense line item of our consolidated statements of operations. We have now determined that it is more meaningful and useful to our investors to present such gains and losses in the benefit or provision for income taxes line item. Therefore, the changes to our consolidated statements of operations resulting from the restatement will be included in the benefit or provision for income taxes line item in each period presented. As a result of this change in presentation, we also reclassified similar

      In order to correct the accounting errors identified in our financial statements, we have recalculated the relevant deferred tax liabilities using the correct tax rates in Canadian dollars and euros, as appropriate, at December 31, 2004 and March 31, 2005 and converted those local currency deferred tax liabilities into U.S. dollars. As a result of these recalculations, during the 2004 Post-Acquisition Period, the U.S. dollar amount of the Canadian and Dutch deferred tax liabilities decreased by $7.5 million, or 8.9%, from $84.1 million to $76.5 million and during the first quarter of 2005, the U.S. dollar amount of the Canadian and Dutch deferred tax liabilities decreased by $7.8 million, or 9.4%, from $83.3 million to $75.5 million.

      The following tables set forth the effects of the restatements and the reclassification on our previously issued consolidated statements of operations for the three months ended March 31, 2004 and 2005, the 2004 Post-Acquisition Period, the 2004 Predecessor Period and the years ended December 31, 2002 and 2003. The restatement has no effect on our consolidated statement of cash flows nor does it have any effect on the timing or amount of our cash flows.