Air Transport Group Holdings, Inc. (OTCBB: AITG) is New to TheSUBWAY

Air Transport Group Holdings, Inc. (OTCBB: AITG) is New to TheSUBWAY

Company Overview: Air Transport Group Holdings, Inc. (OTCBB: AITG)

Air Transport Group Holdings was incorporated last October for the purpose of acquiring small-to-medium sized businesses in the airline,
airline services and leisure-time industries. Letters-of-Intent to acquire its first two companies, Tech Aero and General Aviation, have been
executed, and it is expected that these business combinations will be finalized in January 2009. These are established companies, with excellent industry reputations, having been in business since 1986 and 1992 respectively.

By combining separate companies under one corporate umbrella, it is management’s intention to improve the revenue and earnings growth
outlook to levels that would be unattainable if that company were left on its own. Moreover, the currently restrained credit environment has
left a number of otherwise promising small / medium sized businesses stranded…with growth prospects materially constrained due to an absence of credit.

ATG seeks to fill this void by improving upon expense and overhead management, providing additional credit and by generating better sales
growth…given that the existing business unit’s management will be unfettered by such delays or distractions.

Next year (2009) represents ATG’s first full year of operation as a corporate entity. Revenues are forecast in excess of $14 million
(versus $11 million in 2008) and Earnings Per Share are projected at $0.20 (versus $0.12). Beyond, management projects EPS to increase 50% to
60% annually.

Using the Price-Earnings-to-Growth Valuation Method, a multiple of 25 times earnings suggests a stock price of $4 per share by the middle to
end of 2009. Nearer term, a more conservative valuation multiple of 10 times earnings generates a price of $1.20 to $2.00 per share.

Mission

The Mission Objective at ATG is to produce a consolidated enterprise that can generate higher rates of profitability, as an ATG member, than
the acquired business could achieve on its own, pre-acquisition. ATG can do this by:

·          consolidating overhead and administrative expenses within ATG’s Atlanta
offices, where these functions already exist;

·          providing access to capital (small-to-medium sized companies have been the sector of
the economy most negatively impacted by the current credit crunch); and

·          enabling acquired company managements the time to develop revenue growth streams
and garner market share, having been freed of the non-revenue demands of running a business day-to-day.     

Acquisitions

Tech Aero is an aircraft parts and supply company, having been in business since 1986. Tech Aero also provides inventory management services
and aircraft support on a worldwide basis. It also has its own Aircraft Dismantling and Avionics Retrofit facility in Roswell, New Mexico. The
company began business as an aircraft aftermarket parts and supply company. Over the past 20 years, Tech Aero now generates revenues from clients on a worldwide basis. Revenues in 2008 are preliminarily estimated at $3 million, with operating income of $1.5 million.

General Aviation is in the business of leasing small aircraft to aviation schools. Currently, General Aviation leases small aircraft to
eleven schools, an infinitesimal market share in relation to the 900 aviation schools worldwide. There has been an unprecedented surge in
demand for flying certifications, not only from individuals seeking to attain an alternative to commercial air travel but from individuals seeking to retool their line of work (due to the economy) into a pilot’s license.

Operating Results and Management Forecasts

The three year forecast of Consolidated Operating Results appears below, by Operating Business Unit, Tech Aero and General Aviation . These
two units are complimentary --- with Tech Aero’s revenues from aircraft parts and services representing low volume / high margins and
General Aviation’s revenues from aircraft leasing to aviation schools being higher volume / lower margin.

From a revenue base of $3 million in annual revenues (preliminary estimate for 2008), Tech Aero’s top-line growth is projected to
increase 50%-60% annually. This accelerated rate of annual growth reflects (i) industry consolidation; (ii) an improved balance sheet as an Air
Transport Group company; and (iii) a more intensified focus on sales growth under ATG’s management.  

Revenues at General Aviation are expected to advance 25%-30% annually over the next three years, again, reflecting industry consolidation in
the current economic climate, and new ownership. As a private company, there were limited incentives to maximize earnings since this increased
income tax liability, however, as a member of ATG Holdings, Operating Earnings (and profit margins) are expected to increase sharply in 2009, to $2 million; beyond next year, management is guiding toward annual increases in earnings at General Aviation of more than 50% per annum.

The Consolidated figures below are based upon 9,750,000 shares issued, and include the Tech Aero and General Aviation acquisitions. This
reflects 5,250,000 in shares currently issued, plus 4,500,000 additional shares issued to consummate the Tech Aero and General Aviation business
combinations.

An unadjusted, early raw cut of consolidated earnings expectations comes in at a progression of $0.30, $0.51 and $0.72 over the next three
years. However, allotting for time to digest the business combination, and other delays that inevitably occur, the earnings progression has been
smoothed-out to $0.20, $0.30 and $0.50 --- for an EPS growth forecast of 50% - 60% per year.

The PEG Valuation ( P rice- E arnings-ratio-to- G rowth) Method derives an earnings multiple based upon a company’s fundamental EPS
growth rate. Given an EPS growth outlook of 50% - 60% for ATG Holdings over the next three years, a PEG of 1.0 would equate to a P/E of 50.
Cutting this in half, for conservative purposes, produces a P/E of 25… which based on 2009 guidance EPS of $0.20 would translate into a stock price of $4 per share.

This is admittedly higher than the earnings multiple longer-established conglomerates have been accorded --- however, given the 10-15 year
hiatus in newer, smaller conglomerates being formed, along with higher growth rates, a richer multiple would appear justified.

Management

Arnold B. Leonora is the founder, Chairman & Chief Executive of Air Transport Group Holdings since incorporation last October. Before
bringing ATG public, Mr. Leonora was the principal shareholder in a private company, ATG LLC (see ) whose business is aircraft leasing &
finance and aircraft management. Based in Atlanta, the private company, which began operations in 1989, has offices in Fort Lauderdale, Madrid, South Africa and Curacao. Atlanta will also serve as the Corporate Headquarters of ATG Holdings.

Before 1989, Mr. Leonora was an investment banker with Bank of Boston and Merrill Lynch. He accumulated extensive capital markets experience
with public companies, serving in various management capacities with client-companies. These positions included Managing Director of regional
commuter airlines in the Caribbean and South America.

ATG Holdings, in public-company format, is ideally suited to make use of Mr. Leonora’s business accomplishments and professional
connections not only within the airline & leisure-time industries, but also in non-bank financial intermediary circles. A primary
acquisition criterion for ATG is identifying companies with above average top-line growth potential, yet which have been negatively-impacted by the currently constrained credit climate.   

Darrell Richardson is President of Air Transport Group Holdings. Prior to ATG, Mr. Richardson had been President and CEO of Pace Airlines
for five years. Pace is a for-charter airline operator. Mr. Richardson was instrumental in

·          Increasing the fleet from four 737’s to seventeen 737’s and four
757’s (which have a totally different certification process)

·          Increasing Revenues to $65 million from $12 million, with commensurate increase in
profitability.

·          Expanding the licensed geographical service area from USA-only to numerous foreign
countries and jurisdictions.

After Pace was acquired in 2005, Mr. Richardson worked as an independent consultant…which is how he and Mr. Leonora connected several
years ago. Prior to Pace Airlines, Mr. Richardson was Chief Operating Officer at Mesaba Airlines (1995-2000).

Significantly, the Market Value of Mesaba increased from $90 million to $600 million during those five years…an increase of 6.7 times.
This compares with an increase in the American Stock Exchange Airlines Index of 2.5 times during the same timeframe. This is also significant
and lends confidence that Mr. Richardson’s street-savvy and proven accomplishment in running a public-company will ably complement the profit-generation capabilities of ATG Holdings.