8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): July 22, 2008      

FIRSTFLIGHT, INC.

(Exact name of Registrant as specified in its charter)

Nevada	000-52593	87-0617649
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

236 Sing Sing Road, Elmira-Corning Regional Airport, Horseheads, NY	14845
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (607) 739-7148    

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into A Material Definitive Agreement.

     On July 22, 2008, FirstFlight, Inc. (“FirstFlight”) and its wholly-owned subsidiary New World Jet Acquisition Corporation (the “Buyer”) executed a Stock Purchase Agreement (the “Agreement”) with Gold Jets, LLC (“Gold Jets”) whereby the Buyer agreed to purchase all of the issued and outstanding capital stock of New World Jet Corporation (“NWJC”). NWJC, which is based in Islip, New York, operates and manages a chartered aircraft business and is a wholly-owned subsidiary of Gold Jets. Terrance P. Kelley (“Kelley”), a principal of Gold Jets and NWJC’s Chairman and Chief Executive Officer, is also a party to the Agreement. FirstFlight is jointly responsible for the Buyer’s obligations under the Agreement.

     The Agreement provides that the purchase price for NWJC’s stock will be paid using a combination of $3,500,000 million in cash and 2,000,000 shares of FirstFlight’s Common Stock valued at approximately $800,000. The cash portion of the purchase price, which is subject to working capital adjustments, is expected to be funded by FirstFlight through a new financing arrangement. The Agreement provides that the Buyer will pay Gold Jets $100,000 for each aircraft not included on NWJC's FAA Part 135 Certificate that is introduced by Gold Jets and enters into a written aircraft management agreement with FirstFlight or NWJC. The Agreement contains other terms and provisions customary to similar agreements, including confidentiality provisions as well as a three year non-competition provision applicable to each of Gold Jets and Kelley.

     The consummation of the acquisition contemplated by the Agreement is subject to customary closing conditions. Following the closing of the transaction, the Buyer intends to retain certain key members of NWJC’s management team.

     FirstFlight’s press release dated July 23, 2008 announcing the execution of the Agreement is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 23, 2008 of FirstFlight, Inc.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	FirstFlight, Inc.
Date: July 28, 2008	By:	Keith P. Bleier
		Keith P. Bleier Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Company Contact:	Investor Relations Contacts:
Ron Ricciardi	Porter, LeVay & Rose, Inc.
570-457-3400	Linda Decker, VP — Investor Relations
	Jeffrey Myhre, VP — Editorial
	212-564-4700

FIRSTFLIGHT ANNOUNCES EXECUTION OF A DEFINITIVE AGREEMENT
TO ACQUIRE NEW WORLD JET CORPORATION

ELMIRA/CORNING, NY, July 23, 2008 — FirstFlight, Inc. (OTC BB: FFLT) announced today that it has signed a definitive purchase agreement to acquire charter operator, New World Jet Corporation. The combined operations are expected to significantly expand FirstFlight’s fleet of aircraft under management as well as increase its management and charter capabilities.

Commented John Dow, Chief Executive Officer of FirstFlight “This acquisition is a tremendous opportunity for FirstFlight, our clients, employees, and shareholders. New World Jet has a long tradition as a successful FAA Part 135 operator of charter flights, our fleets are compatible and we share a client-oriented approach to business. We expect that this acquisition will boost our revenue and enhance our profitability. Moreover by combining our resources, we believe we will benefit from economies of scale and increase our presence throughout the U.S. and internationally. We have recently announced the addition of a number of industry professionals to our team to prepare for an increase in our fleet size and to ensure that we continue to provide the best service available.”

The closing of FirstFlight’s acquisition of New World Jet is expected to occur as soon as practicable.

About FirstFlight, Inc.
FirstFlight is an aviation services company. FirstFlight’s operations are conducted in three core segments: aircraft charter management activities; fixed based operations; and aircraft maintenance. FirstFlight’s charter management segment provides on-call passenger air transportation. FirstFlight’s fixed base operation segment is the primary provider of services such as fueling and hangaring of private/general aviation aircraft operators. FirstFlight’s aircraft maintenance business is conducted at FirstFlight’s FAA-certificated facilities. FirstFlight maintains a website located at www.FFLT.com.

Forward-Looking Statements
This release may include projections of future results and other “forward-looking statements”, as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as “expect”, “intend”, “believe”, “plan”, “anticipate” and similar words and phrases. All statements that are included in this release, other than statements of historical fact, are forward-looking statements. Although the management of FirstFlight believes that the expectations reflected in these forward-looking statements are reasonable, there are no assurances that such expectations will prove to have been correct. FirstFlight disclaims any obligation to update any of its forward-looking statements, except as required by law.

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