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: April 6, 2005


                          ELITE FLIGHT SOLUTIONS, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


          DELAWARE                    001-31231               26-0003788
          --------                    ---------               ----------
(State or other jurisdiction         (Commission            (IRS Employer
     of incorporation)               File Number)         Identification No.)


710 THIRD STREET, SUITE 200, ROANOKE, VIRGINIA                   24016
----------------------------------------------                   -----
(Address of principal executive offices)                       (Zip code)

Registrant's telephone number, including area code:   (941) 343-9966
                                                      --------------

                                 NOT APPLICABLE
          -------------------------------------------------------------
          (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:

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

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

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

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

<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On April 6, 2005, Elite Flight Solutions,  Inc. (the "Company") entered
into an Asset Sale Agreement with Stateline Ford, Inc. ("Stateline"),  the owner
and  operator  of a New  Jersey  dealership  (the  "Dealership")  which  is duly
franchised  for the  sale of Ford  and  Hyundai  automobiles,  trucks  and  used
vehicles,  pursuant  to which  Stateline  is to  convey  its  Ford  and  Hyundai
business,  and  all of the  personal  property  used  in  connection  therewith,
together   with  its  Ford  and   Hyundai   franchise   rights  to  the  Company
(collectively, the "Assets"). The purchase price for the Assets is $800,000. The
closing  shall  occur  within  15 days  after  all of the  contingenices  in the
Agreement are satisfied.

         In  addition,  on April 6, 2005,  the Company  will  purchase the land,
buildings and  improvements  associated  with the  Dealership  (the  "Property")
pursuant to a Real Estate Sale Agreement and Membership Purchase Agreement.  The
total purchase price for the Property is $3,200,000.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Not applicable

         (b) Not applicable

         (c) Exhibit No. Description

<TABLE>
<CAPTION>
EXHIBIT          DESCRIPTION                                                            LOCATION
-------          -----------                                                            --------
<S>              <C>                                                                    <C>
                 Asset Sale  Agreement  dated April 6, 2005 by and between  Stateline
Exhibit 99.1     Ford, Inc. and Elite Flight Solutions, Inc.                            Provided herewith

                 Real  Estate  Sale  Agreement  dated  April 6,  2005 by and  between
Exhibit 99.2     Stateline Reality, L.L.C. and Elite Flight Solutions, Inc.             Provided herewith

                 Membership  Purchase  Agreement  dated  April 6,  2005 by and  among
Exhibit 99.3     Chris Preziosi,  Albert  Preziosi,  Jr. and Elite Flight  Solutions,   Provided herewith
                 Inc.
</TABLE>


                                       2
<PAGE>

                                   SIGNATURES


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


Date:  April 11, 2005              ELITE FLIGHT SOLUTIONS, INC.

                                   By: /s/ Bruce Edwards
                                       -----------------------------------------
                                   Name:   Bruce Edwards
                                   Its:    President and Chief Executive Officer



                                       3
{"company-data": {"conformed-name": "ELITE FLIGHT SOLUTIONS INC", "cik": "0001161723", "assigned-sic": "4522", "irs-number": "260003788", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31231", "film-number": "05744325"}, "business-address": {"street1": "8191 N. TAMIAMI TRAIL", "street2": "SUITE B-2", "city": "SARASOTA", "state": "FL", "zip": "34343", "phone": "941-343-9966"}, "mail-address": {"street1": "8191 N. TAMIAMI TRAIL", "street2": "SUITE B-2", "city": "SARASOTA", "state": "FL", "zip": "34343"}, "former-company": {"former-conformed-name": "CARCORP USA CORP", "date-changed": "20011031"}}
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: April 6, 2005

                          ELITE FLIGHT SOLUTIONS, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

          DELAWARE                    001-31231               26-0003788
          --------                    ---------               ----------
(State or other jurisdiction         (Commission            (IRS Employer
     of incorporation)               File Number)         Identification No.)

710 THIRD STREET, SUITE 200, ROANOKE, VIRGINIA                   24016
----------------------------------------------                   -----
(Address of principal executive offices)                       (Zip code)

Registrant's telephone number, including area code:   (941) 343-9966
                                                      --------------

                                 NOT APPLICABLE
          -------------------------------------------------------------
          (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:

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

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

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

[ ]      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On April 6, 2005, Elite Flight Solutions,  Inc. (the "Company") entered
into an Asset Sale Agreement with Stateline Ford, Inc. ("Stateline"),  the owner
and  operator  of a New  Jersey  dealership  (the  "Dealership")  which  is duly
franchised  for the  sale of Ford  and  Hyundai  automobiles,  trucks  and  used
vehicles,  pursuant  to which  Stateline  is to  convey  its  Ford  and  Hyundai
business,  and  all of the  personal  property  used  in  connection  therewith,
together   with  its  Ford  and   Hyundai   franchise   rights  to  the  Company
(collectively, the "Assets"). The purchase price for the Assets is $800,000. The
closing  shall  occur  within  15 days  after  all of the  contingenices  in the
Agreement are satisfied.

         In  addition,  on April 6, 2005,  the Company  will  purchase the land,
buildings and  improvements  associated  with the  Dealership  (the  "Property")
pursuant to a Real Estate Sale Agreement and Membership Purchase Agreement.  The
total purchase price for the Property is $3,200,000.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Not applicable

         (b) Not applicable

         (c) Exhibit No. Description
EXHIBIT          DESCRIPTION                                                            LOCATION
-------          -----------                                                            --------
Asset Sale  Agreement  dated April 6, 2005 by and between  Stateline
Exhibit 99.1     Ford, Inc. and Elite Flight Solutions, Inc.                            Provided herewith

                 Real  Estate  Sale  Agreement  dated  April 6,  2005 by and  between
Exhibit 99.2     Stateline Reality, L.L.C. and Elite Flight Solutions, Inc.             Provided herewith

                 Membership  Purchase  Agreement  dated  April 6,  2005 by and  among
Exhibit 99.3     Chris Preziosi,  Albert  Preziosi,  Jr. and Elite Flight  Solutions,   Provided herewith
                 Inc.
2
SIGNATURES

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

Date:  April 11, 2005              ELITE FLIGHT SOLUTIONS, INC.

                                   By: /s/ Bruce Edwards
                                       -----------------------------------------
                                   Name:   Bruce Edwards
                                   Its:    President and Chief Executive Officer

                                       3