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BEFORE THE ,.T>\1 1 ~ --,··- ',_->_

UNITED STATES DEPARTMENT OF TRANSPORTATION ~ ) OFFICE OF THE SECRETARY

WASHINGTON, D.C.

Application of

BOUTIQUE AIR, INC.

for authority to conduct scheduled passenger operations as a commuter air carrier under 49 u.s.c. § 41738

AS~------ z a 12.- o ' o 8' DOCKET t/

APPLICATION OF BOUTIQUE AIR, INC.

FOR COMMUTER AIR CARRIER AUTHORITY -------~----~

Communications with respect to this document should be sent to:

Shawn Simpson President and Chief Executive Officer BOUTIQUE AIR, INC. 340 Pine St. Suite 503 San Francisco, California 94104 Telephone: (415)449-0505 Fax: (415)738-7671 Email: [email protected]

Dated: July 2, 2012

NOTICE: Answers to this application must be filed and served on all persons served with this application by---------------·

BEFORE THE UNITED STATES DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of

BOUTIQUE AIR, INC.

for authority to conduct scheduled passenger operations as a commuter air carrier under 49 U.S.C. § 41738

APPLICATION OF BOUTIQUE AIR, INC.

DOCKET

FOR COMMUTER AIR CARRIER AUTHORITY

Boutique Air, Inc. hereby applies for authority to operate scheduled

passenger service as a commuter air carrier under Section 41738 of Title 49 of

the United States Code ("the Statute").

In support of this application, Boutique Air submits the following:

1. Boutique Air is a corporation organized and existing under the laws of

the State of California. Its principal office is located at 340 Pine St. Suite 503,

San Francisco, California 94104. Boutique Air's telephone number is ( 415)449-

0505, and facsimile number is (415)738-7671. The company can be contacted by

email, to the attention of Shawn C. Simpson, President and Chief Executive

Officer at: [email protected].

2

2. Boutique Air is a citizen of the United States as defined in Section

40102 (a)(15) of the Statute. Boutique Air is a corporation under the laws of

California, a State of the United States. Its president and more than two-thirds of

the board of directors and other managing officers are citizens of the United

States. Boutique Air is under the actual control of citizens of the United States,

and more than 75 percent of its voting interest is owned or controlled by persons

that are citizens of the United States. An affidavit of citizenship is attached as

Exhibit BA-4.

3. Boutique Air is currently registered under Part 298 of the Department

of Transportation's ("Department") regulations, and holds a Part 135 air carrier

certificate from the Federal Aviation Administration ("FAA"). Boutique Air

currently provides on-demand air service and air attack missions with the USFS

and other government agencies in accordance with its Department and FAA

authority.

4. Boutique Air requests authority to engage in scheduled passenger

operations as a commuter air carrier. Initially, Boutique Air proposes to operate

scheduled passenger service on the basis of one round trip flight per weekday

between Redding, California and Oakland, California. The aircraft to be used is a

Pilatus PC-12.

5. The fitness information and documents required by Section 204.3 of

the Department's Economic Regulations are provided in the exhibits to this

application. The application, together with evidence of insurance, is being filed

today with the FAA and with each airport Boutique Air is proposing to serve.

3

6. The Department uses a three-part test to determine the fitness of a

company: 1) whether it is owned and controlled by a U.S. citizens; 2) whether its

key personnel demonstrate managerial competence, and have sufficient

business and aviation experience and background to operate an airline and

particularly the kind of operations proposed; and 3) whether the company

understands the cost of starting its operations and has on-hand sufficient capital

to commence such operations.

7. Based on these standards, Boutique Air's application for commuter

air carrier should be granted. As indicated in the exhibits to this application,

Boutique Air is fit to provide the services proposed herein. The company is

owned and controlled by U.S. citizens; it has a strong team of experienced

management personnel; and it has sufficient financial resources to provide the

proposed services without posing a risk to customers. In addition, Boutique Air

has a favorable compliance record and is committed to complying with all

applicable laws and regulations in the conduct of its operations. In support and

demonstration of its fitness to provide the proposed service, Boutique Air is

attaching hereto the information and documents required by 14 C.F.R. Section

204.3

8. Granting the authority requested by Boutique Air should not cause a

near-term net annual change in aircraft fuel consumption of 10 million gallons or

more. Thus, approval of this application under Part 313 of the Department's

Procedural Regulations.

4

WHEREFORE, Boutique Air, Inc. requests that the Department grant it

commuter air carrier authority so that it may operate scheduled passenger

service as a commuter air carrier air transportation of passengers, as set forth

above.

Respectfully Submitted,

Dated: July 2, 2012

5

Boutique Air, Inc. Application for Commuter Air Carrier Authority

CERTIFICATE OF SERVICE

I hereby certify that I have this date served a copy of the foregoing

"Application of Boutique Air, Inc for Commuter Air Carrier Authority" on the

following person(s) by causing a copy to be sent by first class mail.

Mr. Gerald Griswold, Principal Operations Inspector Federal Aviation Administration Sacramento Flight Standards District Office ("FSDO") 11 02 Corporate Highway Suite 200 Sacramento, California, 95831

Mr. Rod Dinger, Airports Manager City of Redding Airports Division 6751 Woodrum Circle Suite 200 Redding, California, 96002

Mr. John Albrecht, Aviation Marketing Manager Metropolitan Oakland International Airport Oakland, California 94621

Dated: July, 2 2012

6

Boutique Air, Inc. Application for Commuter Air Carrier Authority

EXHIBIT LIST

Fitness Information Required by 14 C.F.R. 204.3 ................... Exhibit BA-1

Certificate of Good Standing ................................................... Exhibit BA-2

Montreal Agreement (OST Form 4523) .................................. Exhibit BA-3

Affidavit of Citizenship ............................................................ Exhibit BA-4

Questionnaires of Each Key Personnel .................................. Exhibit BA-5

Responsibilities of Key Personnel .......................................... Exhibit BA-6

Resumes of Key Personnel .................................................... Exhibit BA-7

Affidavit of Safety Compliance............................................... Exhibit BA-8

Financial Statements and Forecasts

Historical Financial Statements............................. Exhibit BA-9

Start-up Costs............................................................. Exhibit BA-1 0

Assumptions for Forecast Financial Statements........ Exhibit BA-11

Forecast Balance Sheet--First Year........................... Exhibit BA-12

Forecast Income Statement--First Year..................... Exhibit BA-13

Certification........................................................................... Exhibit BA-14

Verification of Available Funds.............................................. Exhibit BA-15

Letter of Intent For Aircraft Lease Agreement ................... Exhibit BA-16

7

Exhibit BA-1

Fitness Information Required by 14 C.F.R. § 204.3

Fitness Information Required by 14 C.F.R. § 204.3

(a) The name, address, and telephone number of the applicant.

Boutique Air, Inc. 340 Pine St. Suite 503 San Francisco, California 94104 Telephone: 415-449-0505 Facsimile: 415-738-7671

(b) The form of the applicant's organization.

Boutique Air, Inc. is a corporation.

(c) The State law(s) under which the applicant is organized.

BA-1 Page 2 of 8

Boutique Air, Inc. was formed under the laws of the State of California on June 1st, 2007.

(d) Certificate of good standing from the Office of the Secretary of State in which

the applicant was formed.

A certificate of good standing from the State of California Secretary of State is provided as Exhibit BA-2.

(e) Affidavit of U.S. citizenship.

Boutique Air, Inc. is a U.S. citizen and an affidavit of its citizenship is provided as Exhibit BA-4.

(f) Applicant's key personnel.

Shawn Simpson--President and CEO Clare B Farnsworth--Director of Operations Jack Coberly--Chief Pilot Steve Hoppes--Director of Maintenance

BA-1 Page 3 of 8

None of these individuals hold stock in Boutique Air, Inc. nor do any of them hold stock in, or exercise control over, any carrier, common carrier, or person substantially engaged in the business of aeronautics, with the exception of Steve Hoppes who owns exactly 10% of Redding Aero Enterprises, a Part 135 air carrier. Redding Aero Enterprises is not engaged in scheduled passenger operations.

All of the key personnel of Boutique Air are citizens of the United States.

Exhibit BA-5 includes the questionnaires completed by each of these key personnel and their resume and work history are provided in Exhibit BA-7. The duties and responsibilities of each position are described in Exhibit BA-6.

(g) Persons having a substantial interest in the applicant.

Boutique Air, Inc. is wholly owned by Open Trip, Inc. Open Trip, Inc. is a Delaware corporation and is located at 340 Pine St. Suite 503, San Francisco, California 94104. Shawn Simpson, a U.S. citizen, is the only person holding an interest greater than 10% in Open Trip, Inc.

Open Trip, Inc. and Boutique Air, Inc. are all citizens of the United States within the meaning of 49 USC 40102(a)(15).

(h) Information regarding applicant's subsidiaries.

Boutique Air, Inc. does not have any subsidiaries.

BA-1 Page 4 of 8

(i) Applicant's stock in, or control of, any carrier, foreign air carrier, common

carrier, or person substantially engaged in the business of aeronautics.

Boutique Air, Inc. does not own stock in, or exercise control over any air carrier, foreign air carrier, common carrier, or person substantially engaged in the business of aeronautics.

OJ Relevant 1 OK Annual Reports and 1 OQ Quarterly Reports filed with the

Securities and Exchange Commission.

Boutique Air does not file, and is not required to file reports with the SEC.

(k) Historical balance sheets and income statements.

Please see Exhibit BA-9.

(I) Actions and outstanding judgments for more than $5,000.

There are no actions or outstanding judgments for more than $5,000 against Boutique Air's parent Open Trip, Inc. or key personnel employed by Boutique Air, Inc.

(m) Actions and outstanding judgments of less than $5,000.

There are no actions or outstanding judgments for less than $5,000 against Boutique Air, Inc.'s parent Open Trip, Inc. or the key personnel employed by Boutique Air, Inc.

(n) Applicant's fleet plans

Boutique Air, Inc. plans to operate a Pilatus, PC-12 aircraft with a seating configuration of 1 +9.

BA-1 Page 5 of 8

The aircraft will be leased from Targaryen, LLC. and a copy of the Letter of Intent is provided in Exhibit BA-16.

(o) Pending investigation, enforcement actions, and formal complaints filed by

the Department, including the FAA.

There are no pending investigations, enforcement actions, or formal complaints filed by the Department, including the FAA, involving Boutique Air, Inc. its parent Open Trip, Inc. or any personnel employed (or to be employed) by Boutique Air, Inc. regarding compliance with 49 U.S.C. Chapters 401-465 or any related orders, rules, regulations, or requirements.

(p) Charges of unfair or deceptive or anticompetitive business practices, or of

fraud, felony or antitrust violation, in the past 10 years.

There are no charges of unfair or deceptive or anti competitive business practices, or of fraud, felony or antitrust violation, that have been brought against Boutique Air, Inc. or its parent Open Trip, Inc. in the past 10 years.

(q) Aircraft accidents and incidents.

Boutique Air, Inc. and each of the key personnel of the company have not been involved in any accidents or incidents which have occurred within the past year or that remain under investigation by the FAA, National Transportation Safety Board, or Boutique Air, Inc.

(r) A brief narrative history of the applicant.

Boutique Air, Inc. is a Department Of Transportation approved Basic Part 135 operation, Air Carrier Certificate number 2B5A 1 06N. Boutique Air, Inc. has been in operation since May 15, 2007.

The company was originally called Shasta Flyers Aviation, Inc. It was founded and wholly owned by Clare B Farnsworth and his wife Janice Farnsworth. Mr. Farnsworth served as Director of Operations and Chief Pilot, and Steve Hoppes became the Director of Maintenance. The scope

BA-1 Page 6 of 8

of the operations include on-demand charter, pilot training and air attack and aerial patrol services for government sectors such as the US Forest Service, Bureau of Land Management, California Department of Forestry and Fire Protection. The primary aircraft used for these operations is a Cessna Skymaster T337D.

On September 20th of 2011, Shasta Flyers Aviation, Inc. was purchased by a travel technology company called Open Trip, Inc. and subsequently changed Shasta Flyers Aviation, Inc.'s name to "Boutique Air, Inc.". The Air Carrier Certificate number changed from the former 2CFA796L to the current 2B5A106N. Original management personnel remain in place with two additions: Shawn Simpson is the President and CEO, and Jack Coberly now serves as Chief Pilot. Clare Farnsworth remains as the Director of Operations and Steve Hoppes as Director of Maintenance. 1

Prior to the purchase of Shasta Flyers Aviation, Inc. Shawn Simpson researched the viability of launching an air service in Northern California. His specific focus being scheduled service between two markets in Northern California: Redding (ROD) and Oakland (OAK). After two years of passenger demand studies and developing travel technology for booking and distribution, Open Trip, Inc. acquired Shasta Flyers Aviation, Inc.

Today the company is in a growth stage, adding a Pilatus PC-12 aircraft for passenger transportation operations. The Boutique Air team has met with ROD and OAK airport officials who have shared both their support and resources.

The next phase in operations is to obtain Economic Authority from the Office of the Secretary of Transportation. As a Commuter Air Carrier, Boutique Air, Inc. will have the ability to serve the traveling public by offering the most flexible schedule for passengers.

1 Steve Hoppes is a Partner and Director of Maintenance for Redding Aero Enterprises (Redding Jet Center) a Part 145 maintenance facility located at Redding Municipal Airport (ROD). Steve directs all scheduled and unscheduled maintenance for Boutique Air, Inc. Since Boutique Air, Inc. has a relatively small fleet size, Steve is able to allocate his full guidance and resources of the Redding Jet Center towards the Boutique Air fleet. He is on call 24 hours a day 7 days a week.

BA-1 Page 7 of 8

(s) Authority under which the applicant has conducted or is conducting

transportation operations, and the identity of the local FAA office and personnel

responsible for processing an application for any additional FAA authority needed

to conduct the proposed operations.

Boutique Air, Inc. currently operates its on-demand charter services pursuant to the Department's exemption in Part 298 of the Department's rules and pursuant to its FAA Air Carrier Certificate 2B5A 1 06N (Part 135). This FAA certificate is under the supervision of the Sacramento Flight Standards District Office ("FSDO"); 1102 Corporate Way, Suite 200, Sacramento, California 95831. Mr. Gregory L. Michael is the Manager of the Sacramento FSDO. His telephone number is (916)422-0272 ext. 200. Mr. Gerald C. Griswold is the principal operations inspector assigned to Boutique Air, Inc. His telephone number is (916)422-0272 ext. 250. Brian L. Allen is the principal maintenance inspector assigned to Boutique Air Inc. His telephone is (916)422-0272 ext. 263. Each of these FAA officials works at the Sacramento FSDO.

(t) A brief description of the service to be operated, if the applicant is granted.

Subject to Boutique Air, Inc. being found fit by United States Department of Transportation (US DOT), Boutique Air, Inc. plans to offer one round trip every weekday between Redding Municipal Airport (ROD) and Oakland International Airport (OAK) using 9 passenger turbine aircraft.

Boutique Air, Inc. plans to lease the nine plus pilot seat PC-12 aircraft from aircraft leasing company Targaryen, LLC. The Letter of Intent is attached as Exhibit BA-16.

Boutique Air, Inc. is located in Redding, California. The proposed service is supported and welcome by both ROD and OAK airport management teams. Boutique Air, Inc. will provide a reliable and safe service to the local communities near ROD and OAK. Demand analysis clearly shows a need for service between these two destinations. Currently, air service to and from Redding is limited and OAK is a connecting airport to many other destinations.

BA-1 Page 8 of 8

As business conditions allow, Boutique Air, Inc. plans to expand operations into other markets, generally utilizing aircraft in its fleet, improving fleet utilization.

To the extent the determination of fitness permits, Boutique Air, Inc. may investigate other scheduled commuter operations in the future, subject to the limitations of its FAA operating certificate.

The financial forecast information can found attached to this application in Exhibit BA-10 through Exhibit BA-13.

(u) A signed counterpart of Agreement 18900 (OST Form 4523) as required by

Part 203.

A signed counterpart of OST Form 4523 is included as Exhibit BA-3. An executed OST Form 4523 and three copies are also being filed in OST Docket 95-236 today.

(v) A certification of the truthfulness of the submission.

An executed Certification of Truthfulness is included as Exhibit BA-14

Exhibit BA-2

Certificate of Good Standing

ENTITY NAME:

State of California Secretary of State

CERTIFICATE OF STATUS

BOUTIQUE AIR, INC.

FILE NUMBER: FORMATION DATE; TYPE! JURISDICTION: STATUS:

C3000770 05/16/2007 DOMESTIC CORPORATION CALIFORNIA ACTIVE (GOOD ST~ING)

I, DEBRA BOWEN, secretary of State of the State of California, hereby certify:

The records of this office indicate the entity is authorized to exercise all of its powers, rights and privileges in the State of California.

No information is available from this office regarding the financial condition, business activities or ·practices of the entity.

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of June 12, 2012.

NP·25 (REV 1/2(}()7)

DEBRA BOWEN Se<:retary of State

RKS

Exhibit BA-3

Montreal Agreement (OST Form 4523)

U.S. Department of Transportation Office of the Secretary of Transportation AGREEMENT

The undersigned carriers (hereinafter referred to as "the Carriers") hereby agree as follows:

Docket OST 95-236

1. Each of the Carriers shall, effective May 16, 1966, include the following in its conditions of carriage, including tariffs embodying conditions of carriage filed by it with any government:

"The Carrier shall avail itself of the limitation of liability provided in the Convention for the Unification of Certain Rules Relating to International Carriage by Air signed at Warsaw October 12th, 1929, or provided in the said Convention as amended by the Protocol signed at The Hague September 28th, 1955. However, in accordance with Article 22(1) of said Convention, or said Convention as amended by said Protocol, the Carrier agrees that, as to all international transportation by the Carrier as defined in the said Convention or said Convention as amended by said Protocol, which, according to the contract of Carriage, includes a point in the United States of America as a point of origin, point of destination, or agreed stopping place

(1) The limit of liability for each passenger for death, wounding, or other bodily injury shall be the sum of US $75,000 inclusive of legal fees and costs, except that, in case of a claim brought in a State where provision is made for separate award of legal fees and costs, the limit shall be the sum of US $58,000 exclusive of legal fees and costs.

(2) The Carrier shall not, with respect to any claim arising out of the death, wounding, or other bodily injury of a passenger, avail itself of any defense under Article 20(1) of said Convention or said Convention as amended by said Protocol.

Nothing herein shall be deemed to affect the rights and liabilities of the Carrier with regard to any claim brought by, on behalf of, or in respect of any person who has willfully caused damage which resulted in death, wounding, or other bodily injury of a passenger."

2. Each Carrier shall, at the time of delivery of the ticket, furnish to each passenger whose transportation is governed by the Convention, or the Convention as amended by the Hague Protocol, and by the special contract described in paragraph 1, the following notice, which shall be printed in type at least as large as 10 point modern type and in ink contrasting with the stock on (i) each ticket; (ii) a piece of paper either placed in the ticket envelope with the ticket or attached to the ticket; or (iii) on the ticket envelope:

"ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY

Passengers on a journey involving an ultimate destination or a stop in a country other than the country of origin are advised that the provisions of a treaty known as the Warsaw Convention may be applicable to the entire journey, including any portion entirely within the country of origin or destination. For such passengers on a journey to, from, or with an agreed stopping place in the United States of America, the Convention and special contracts of carriage embodied in applicable tariffs provide that the liability of [certain ]* [(name of carrier) and certain other) carriers parties to such special contracts for death of or personal injury to passengers is limited in most cases to proven damages not to exceed US $75,000 per passenger, and that this liability up to such limit shall not depend on negligence on the part of the carrier. For such passengers traveling by a carrier not a party to such special contracts or on a journey not to, from, or having an agreed stopping place in the United States of America, liability of the carrier for death or personal injury to passengers is limited in most cases to approximately US $10,000 or US $20,000.

The names of Carriers parties to such special contracts are available at all ticket offices of such carriers and may be examined on request.

Additional protection can usually be obtained by purchasing insurance from a private company. Such insurance is not affected by any limitation of the carrier's liability under the Warsaw Convention or such special contracts of carriage. For further information please consult your airline or insurance company representative."

3. [This Agreement was filed with the Civil Aeronautics Board of the United States. The Board approved it by Order E-23680, adopted May 13, 1966. The Agreement (Agreement 18900) became effective May 16, 1966. On January 1, 1985, this Agreement became the responsibility of the Department of Transportation (DOT) by operation of law.)

4. This Agreement may be signed in any number of counterparts, all of which shall constitute one Agreement. Any Carrier may become a party to this Agreement by signing a counterpart hereof and depositing it with DOT.

5. Any Carrier party hereto may withdraw from this Agreement by giving twelve ) months' and the other Carriers parties to the Agreement.

*Either alternative may be used.

OST Form 4523 (Formerly CAB Form 263)

(Printed Name and Title) --""-'->.:..:lO=.J'-L--'CJ..=>-:...r:...i ..........,~F~-LL---'~'-'t:..:. ~.:.!.f'<.UJ.J..Y~--~~ (Name and Address of Carrier) --'B........,o-><vf-1-lt.lft-l.l..os.II'""'<--'A~j._.r'-+1 -"I rlk.....,...:....... ---------

3'{0 Pi"f S:t }u;fe 503 s(t_~ Fro..~o\co CA. 1lfl0~ I

Exhibit BA-4

Affidavit of Citizenship

Exhibit BA-4 Page 1 of 1

AFFIDAVIT OF CITIZENSHIP

STATE OF CALIFORNIA

COUNTY OF SHASTA

Shawn C. Simpson, being duly first sworn, deposes and says:

1. That he duly elected, qualified , and seNing as President and Chief Executive Officer of Boutique Air, Inc. and that he is authorized to and does make this affidavit for it.

2. That Boutique Air, Inc. is a citizen of the United States within the meaning of49 U.S.C. § 40102(a)(15).

a. Boutique Air, Inc. is a corporation organized under the laws of the State of California.

b. All of the officers of Boutique Air, Inc. are citizens of the United States.

c. All of the voting interests in Boutique Air, Inc. are owned and controlled by Open Trip , Inc. , which also qualifies as a citizen of the United States within the meaning of49 U.S.C . § 40102(a)(15).

My Commision Expires: f2.. -1- 2,0l b

Shawn C. s ·mpson President and Chief Executive Officer

Boutique Air, Inc.

Exhibit BA-5 Questionnaire of Each Key Personnel

QUESTIONNAIRE


Simpson

FOR THE DIRECTORS, OFFICERS, AND KEY PERSONNEL OF BOUTIQUE AIR, INC.

Boutique Air, Inc. is preparing to submit certain information to the U.S. Department of Transportation as part of a proceeding in which Boutique Air, Inc. is seeking authority to operate as a commuter carrier.

It is necessary for you, as a current or prospective director, officer, or key manager of Boutique Air, Inc. to provide the information specified below so that the company can complete its submission. Please note that your answers will be relied upon in the preparation of the submission, and that the presentation of false or misleading answers could result in DOT taking adverse action against Boutique Air, Inc. Accordingly, your utmost candor and thoroughness are greatly appreciated.

1. Please state your full name, home address, and business address.

Shawn Christopher Simpson Home: 584 Market St. Suite 8843

San Francisco, California 94104

Office: 340 Pine St. Suite 503 San Francisco, California 94104

2. Please identify your country of citizenship.

United States

3. Please identify the position(s) that you will hold at Boutique Air, Inc. including

any position as a director, officer, or senior manager.

I serve as the President and Chief Executive Officer of Boutique Air, Inc.

4. Please provide a copy of your resume. (Please disregard this item if you have

already provided a copy of your resume.)

Attached in Exhibit BA-7.


Simpson

5. Please identify any shares of stock in Boutique Air, Inc. that you hold for your

own account or for another's account. If you are holding shares of Boutique Air,

Inc. stock for another's account, please identify the name and citizenship of that

individual or business.

I hold no stock in Boutique Air, Inc.

6. Please describe any directorship, officership, shares of stock (but only if it

equals 10% or more of the total voting stock outstanding), or other interest that

you hold in any of the following:

(a) a domestic air carrier

None

(b) a foreign air carrier

None

(c) a common carrier

None

(d) a company substantially engaged in the business of aeronautics; or

None

(e) a company whose principal business (in purpose or fact) is the holding of

stock in, or control of, and domestic air carrier, foreign air carrier, common

carrier, or company substantially engaged in the business of aeronautics.

None


Simpson

7. If you are related by blood or marriage to any director, officer, or other person

holding a substantial interest in Boutique Air, Inc. please state that relationship.

Not Applicable

8. Please list all actions and outstanding judgments for more than $5,000 against

you, including the amount of each judgment, the party to whom it is payable, and

how long it has been outstanding.

Not Applicable

9. Please list all actions and outstanding judgment of less than $5,000 against

you, including the amount of each judgment.

Not Applicable

10. Please describe all pending investigations, enforcement actions, and formal

complaints filed by DOT, including the Federal Aviation Administration, involving

you regarding compliance with the federal aviation statutes or orders, rules,

regulations, or requirements issued pursuant to the statutes, including

information on any corrective actions taken.

Not Applicable

11. Please describe all charges of unfair or deceptive or anticompetitive business

practices, or of fraud, felony, or antitrust violation, brought against you in the past

10 years, including information on the disposition or current status of each such

proceeding.

Not Applicable


Simpson 12. Please describe any aircraft accidents or incidents (as defined in the National

Transportation Safety Board's regulations, 49 C.F.R. Q 830.2) experienced by

you, which occurred either: (a) during the last 12 months, or (b) at any time in the

past if it remains under investigation by the FAA, the NTSB, or by the company

for which you worked. Your description should include the following information

regarding each accident and incident: (a) the date of the occurrence; (b) the type

of flight; (c) the number of passengers and crew on board and an enumeration of

any injuries or fatalities; (d) a description of any damage to the aircraft; (e) the

FAA and NTSB file numbers and the status of the investigations, including any

enforcement actions initiated against you or the company for which you worked;

and (f) positive actions taken to prevent recurrence.

Not Applicable

I hereby certify that I have answered this questionnaire truthfully and to the best of my knowledge and belief.

Name: Shawn Simpson

Date: 6/12/2012

QUESTIONNAIRE FOR THE DIRECTORS, OFFICERS, AND KEY PERSONNEL

OF BOUTIQUE AIR, INC.

Exhibit BA-5 Page 1 of 4 Farnsworth

Boutique Air, Inc. is preparing to submit certain information to the U.S. Department of Transportation as part of a proceeding in which Boutique Air is seeking authority to operate as a commuter carrier.

It is necessary for you, as a current or prospective director, officer, or key manager of Boutique Air, to provide the information specified below so that the company can complete its submission. Please note that your answers will be relied upon in the preparation of the submission, and that the presentation of false or misleading answers could result in DOT taking adverse action against Boutique Air. Accordingly, your utmost candor and thoroughness are greatly appreciated.

1. Please state your full name, home address, and business address. Clare Blaine Farnsworth Home: 1686 Marigold Way

Redding, California 96003



United States

3. Please Identify the position(s) that you will hold at Boutique Air, including any position

as a director, officer, or senior manager.

I serve as the Director of Operations of Boutique Air, Inc.


4. Please provide a copy of your resume. (Please disregard this item if you have already

provided a copy of your resume.)

Attached

5. Please identify any shares of stock in Boutique Air that you hold for your own account

or for another's account. If you are holding shares of Boutique Air stock for another's

account, please identify the name and citizenship of that individual or business.


6. Please describe any directorship, officership, shares of stock (but only if it equals

10% or more of the total voting stock outstanding), or other interest that you hold in any

of the following:


None


None


None


None

(e) a company whose principal business (in purpose or fact) is the holding of stock in, or

control of, and domestic air carrier, foreign air carrier, common carrier, or company

substantially engaged in the business of aeronautics.

None


7. If you are related by blood or marriage to any director, officer, or other person holding

a substantial interest in Boutique Air, please state that relationship.

Not Applicable

8. Please list all actions and outstanding judgments for more than $5,000 against you,

including the amount of each judgment, the party to whom it is payable, and how long it

has been outstanding.

Not Applicable

9. Please list all actions and outstanding judgment of less than $5,000 against you,

including the amount of each judgment.

Not Applicable


complaints filed by DOT, including the Federal Aviation Administration, involving you

regarding compliance with the federal aviation statutes or orders, rules, regulations, or

requirements issued pursuant to the statutes, including information on any corrective

actions taken.

Not Applicable


practices, or of fraud, felony, or antitrust violation, brought against you in the past 10

years, including information on the disposition or current status of each such

proceeding.

Not Applicable


12. Please describe any aircraft accidents or incidents (as defined in the National

Transportation Safety Board's regulations, 49 C.F.R. Q 830.2) experienced by you,

which occurred either: (a) during the last 12 months, or (b) at any time in the past if it

remains under investigation by the FAA, the NTSB, or by the company for which you

worked. Your description should include the following information regarding each

accident and incident: (a) the date of the occurrence; (b) the type of flight; (c) the

number of passengers and crew on board and an enumeration of any injuries or

fatalities; (d) a description of any damage to the aircraft; (e) the FAA and NTSB file

numbers and the status of the investigations, including any enforcement actions

initiated against you or the company for which you worked; and (f) positive actions taken

to prevent recurrence.

Not Applicable

I hereby certify that I have answered this questionnaire truthfully and to the best of my

knowledge and belief.

Signature t!/J ~ Name: Clare Blaine Farnsworth

Date: 6/13/2012

QUESTIONNAIRE


Coberly

FOR THE DIRECTORS, OFFICERS, AND KEY PERSONNEL OF BOUTIQUE AIR, INC.

Boutique Air, Inc. is preparing to submit certain information to the U.S. Department of Transportation as part of a proceeding in which Boutique Air, Inc. is seeking authority to operate as a commuter carrier.

It is necessary for you, as a current or prospective director, officer, or key manager of Boutique Air, Inc. to provide the information specified below so that the company can complete its submission. Please note that your answers will be relied upon in the preparation of the submission, and that the presentation of false or misleading answers could result in DOT taking adverse action against Boutique Air, Inc. Accordingly, your utmost candor and thoroughness are greatly appreciated.

1. Please state your full name, home address, and business address.

Jack Coberly Home: 11487 Hawley

Redding, California 96002



United States

3. Please identify the position(s) that you will hold at Boutique Air, Inc. including

any position as a director, officer, or senior manager.

I serve as the Chief Pilot of Boutique Air, Inc.

4. Please provide a copy of your resume. (Please disregard this item if you have

already provided a copy of your resume.)

Attached in Exhibit BA-7


Coberly 5. Please identify any shares of stock in Boutique Air, Inc. that you hold for your

own account or for another's account. If you are holding shares of Boutique Air,

Inc. stock for another's account, please identify the name and citizenship of that

individual or business.


6. Please describe any directorship, officership, shares of stock (but only if it

equals 10% or more of the total voting stock outstanding), or other interest that

you hold in any of the following:


None


None


None


None

(e) a company whose principal business (in purpose or fact) is the holding of

stock in, or control of, and domestic air carrier, foreign air carrier, common

carrier, or company substantially engaged in the business of aeronautics.

None

7. If you are related by blood or marriage to any director, officer, or other person

holding a substantial interest in Boutique Air, Inc. please state that relationship.

Not Applicable


Coberly 8. Please list all actions and outstanding judgments for more than $5,000 against



Not Applicable



Not Applicable






Not Applicable




proceeding.

Not Applicable


Transportation Safety Board's regulations, 49 C.F.R. Q 830.2) experienced by

you, which occurred either: (a) during the last 12 months, or (b) at any time in the

past if it remains under investigation by the FAA, the NTSB, or by the company

for which you worked. Your description should include the following information


Coberly 8. Please list all actions and outstanding judgments for more than $5,000 against



Not Applicable



Not Applicable






Not Applicable




proceeding.

Not Applicable

Exhibit BA-5 Page 4 of4

Coberly 12. Please describe any aircraft accidents or incidents (as defined in the National








numbers and the status of the investigations, including any enforcement actions initiated

against you or the company for which you worked; and (f) positive actions taken to

prevent recurrence.

Not Applicable



QUESTIONNAIRE FOR THE DIRECTORS, OFFICERS, AND KEY PERSONNEL

OF BOUTIQUE AIR, INC.


Hoppes

Boutique Air, Inc. is preparing to submit certain information to the U.S. Department of Transportation as part of a proceeding in which Boutique Air is seeking authority to operate as a commuter carrier.

It is necessary for you, as a current or prospective director, officer, or key manager of Boutique Air, to provide the information specified below so that the company can complete its submission. Please note that your answers will be relied upon in the preparation of the submission, and that the presentation of false or misleading answers could result in DOT taking adverse action against Boutique Air. Accordingly, your utmost candor and thoroughness are greatly appreciated.

1. Please state your full name, home address, and business address. Steve Hoppes Home: 21465 Black Lane

Cottonwood, California 96022

Office: 3775 Flight Avenue Redding, California 96002


United States

3. Please identify the position(s) that you will hold at Boutique Air, including any position

as a director, officer, or senior manager.

I serve as the Director of Maintenance for Boutique Air, Inc.


Hoppes 4. Please provide a copy of your resume. (Please disregard this item if you have already

provided a copy of your resume.)

Attached

5. Please identify any shares of stock in Boutique Air that you hold for your own account

or for another's account. If you are holding shares of Boutique Air stock for another's

account, please identify the name and citizenship of that individual or business.


6. Please describe any directorship, officership, shares of stock (but only if it equals

10% or more of the total voting stock outstanding), or other interest that you hold in any

of the following:


None


None


I am a 10% owner of Redding Aero Enterprises, a Part 135 on-demand operator located in Redding, California.


None


Hoppes (e) a company whose principal business (in purpose or fact) is the holding of stock in, or

control of, and domestic air carrier, foreign air carrier, common carrier, or company

substantially engaged in the business of aeronautics.

None

7. If you are related by blood or marriage to any director, officer, or other person holding

a substantial interest in Boutique Air, please state that relationship.

Not Applicable

8. Please list all actions and outstanding judgments for more than $5,000 against you,

including the amount of each judgment, the party to whom it is payable, and how long it

has been outstanding.

Not Applicable

9. Please list all actions and outstanding judgment of less than $5,000 against you,

including the amount of each judgment.

Not Applicable


complaints filed by DOT, including the Federal Aviation Administration, involving you

regarding compliance with the federal aviation statutes or orders, rules, regulations, or

requirements issued pursuant to the statutes, including information on any corrective

actions taken.

Not Applicable


Hoppes 11. Please describe all charges of unfair or deceptive or anticompetitive business

practices, or of fraud, felony, or antitrust violation, brought against you in the past 10

years, including information on the disposition or current status of each such

proceeding.

Not Applicable









numbers and the status of the investigations, including any enforcement actions

initiated against you or the company for which you worked; and (f) positive actions taken

to prevent recurrence.

Not Applicable



'-L !~ Signature:--f~;::__ __ _...~......:._:++;;__ __ _

Name: Steve Hoppes

Date: 6/13/2012

Exhibit BA-6 Responsibilities of Key Personnel

Boutique Air, Inc. Job Description

Job Title: President & CEO

SUMMARY: The CEO is responsible for all aspects of the operation.

DIRECT REPORTS: • Clare B Farnsworth, Director of Operations

• Jack Coberly, Chief Pilot

• Steve Hoppes, Director of Maintenance

ESSENTIAL DUTIES AND RESPONSIBILITIES:


Initiates and assumes full responsibility for all functions of this operation within the corporate policies and all applicable national and international protocols.

• Establish and maintain a safe operating entity under local, national, and international legal provisions.

• Recruit, train, organize and maintain an effective staff.

• Pursue business opportunities under corporate guidelines.

• Achieve established operational goals for safety, efficiency, and profitability.


Job Title: Director of Operations Department: Operations Location: Redding, California


SUMMARY: The Director of Operations is responsible for all aspects of flight safety and maintenance including adhering and enforcing all compliance standards.

REPORTS TO: • President and CEO

Supervises: • Director of Maintenance of the repair station • Director of Maintenance of the Air Carrier Certificate • Chief Pilot • All crew staff relating to flight operations

Basic Responsibilities:

• Guiding Boutique Air through the FAR Part 135 certification process • Manual creation to support certification initiatives and subsequent

directing of flight operations. • Support the creation and compliance of Boutique Air's operating

procedures, methods and best practices with all FAR Part 135/119 regulations.

Tasks and Scope: • Provides leadership and is the "final authority" in all differences of opinion

between the Director of Maintenance and the rest of the Maintenance Organization.

• He is responsible to the President and CEO for the overall operation of the Maintenance Organization and the Redding, California operation.

• He may delegate the duties of the Director of Operations as necessary; however, such delegation does not relieve him of the overall responsibilities.

Other Duties: • As assigned by the President and CEO.

Job Title: Chief Pilot Department: Operations Location: Redding, California



SUMMARY: He is responsible for ensuring that all air operations are conducted in compliance with the Act, the Regulations and the Civil Aviation Orders. He supervises all crew duties and responsibilities.

REPORTS TO: Director of Operations

Basic Responsibilities:

• Establishing and documenting the operational standards for Boutique Air • Monitoring and if necessary correcting operational standards

• Allocates aircraft for use and arranges crew rosters in accordance with flight and duty time limitations.

• Conducts proficiency tests and maintains up-to-date records of the qualifications of each pilot

• Ensures compliance with loading procedures • In charge of proper compilation of loading documents, including passenger

manifests • Managing Boutique Air's training and checking functions


Job Title: Director of Maintenance Part 135 Department: Maintenance Location: Redding, California

SUMMARY:


The Director of Maintenance is responsible to the Director of Operations for all aspects of maintenance operations to include avionics and line services. The duties and responsibilities include:

• Establishing and implementing uniform maintenance policies and procedures which are in concert with the applicable FAR'S, industry standards and good operating practices.

• Insuring compliance with all applicable regulations as they relate to the maintenance and record keeping of company aircraft.

• Scheduling and completion of all required inspections. • Insuring that all discrepancies that affect airworthiness are corrected

before further flight. • Establishing a procedure for determining whether discrepancies reported

by pilots must be immediately corrected or may be deferred for correction at a later time.

• Fully responsible for complying with Maintenance Program on the airframe, engine and propellers.

• Advising the Director of Operations of internal and external factors that affect the performance of the department.

The Director of Maintenance may delegate duties to designees, as appropriate, but maintains responsibility for any delegated function.

Organizational Chart

PRESIDENT

..

Director of Operations I""'

~~

Chief Pilot

~

Flight Crews


Director of Maintenance

Maintenance Personnel

Exhibit BA-7 Resumes of Key Personnel


SHAWN SIMPSON 548 Market Street, Suite 8843 San Francisco, California, 94104 415-449-0505 telephone 415-738-7671 fax [email protected]

WORK EXPERIENCE

September 2011-present

June 2009-present

2008-present

2005-2008

2000-2005

1999-2000

1998-1999

EDUCATION

Boutique Air Inc Redding, California CEO and President of Part 135 operation. Responsible for strategy, operations, partnerships, and research divisions.

Open Trip Inc. San Francisco, California CEO and President of a company focused on developing travel technology.

Siren Studios Hollywood, California Partner and investor in photography studio. Siren Studios offers photo studio space in Hollywood, as well as photo equipment for on-location shoots worldwide.

Self-employed San Francisco, California Real estate and corporate investing.

Google Inc Mountain View, California System Administrator and member of the core core Operations group responsible for building and maintaining the Google computing infrastructure

Xoom.com San Francisco, California System Administrator

Greenlnfo Network San Francisco, California Geographic Information Systems Specialist. Responsible for California demographic data and mapping projects.

University of California, Santa Cruz BA in Biology, Environmental Studies

Shawn Simpson President & CEO


Mr. Simpson began his professional career in 1998 as a Geographic Information Specialist at Greenlnfo Network located in San Francisco. Greenlnfo Network provides GIS services to not-for-profits. A year later he became a System Administrator at Xoom.com. Xoom was a web services provider during the internet boom of 1999. In 2000, Mr. Simpson left Xoom to work for Google as a Linux System Administrator. At Google Mr. Simpson was responsible for helping to build, maintain and monitor Google's linux cluster. After Google, Mr. Simpson became an investor in several real estate and business ventures. Subsequently Mr. Simpson became a partner in Siren Studios where he works on business partnerships and strategy. Siren Studios is a photography studio in Hollywood, which offers space and equipment rental for photography shoots worldwide. Shawn graduated from UC Santa Cruz with a BA in Biology and Environmental Studies.

He began his career in the aviation industry in 2009 by creating a travel technology company called Open Trip. In his role as CEO, Mr. Simpson directed analysis of the Part 135 and 121 industries. This experience gives him a unique and comprehensive knowledge of the opportunities that exist in the commercial aviation world.

As President and CEO of Boutique Air, Mr. Simpson is responsible for business development initiatives with distribution channels, aircraft financing, reservation system implementation and research. Shawn Simpson is a US Citizen and resides at 548 Market St. #8843, San Francisco, CA. 94104. Contact number 415-449-0505.

CLARE 8 FARNSWORTH 1686 Marigold Way Redding, California 96003 (530)221-5509 phone (530)221-1777 fax cbfarnsworth@charter. net

WORK EXPERIENCE

September 2011- Boutique Air Inc present

Part 135 Director of Operations for charter operation.

June 2006- Shasta Flyers Aviation Inc September 2011

Owner/Director of Operations/ Chief Pilot Shasta Flyers Aviation is a Part 135 charter operation.

2001-2006 Pacific Crest Aviation

135 Pilot

1997-2001 Redding Aero Enterprise

135 Pilot

1995-1997 Iasco Flight Center

135 Pilot

1978-1995 California Highway Patrol

Department Training Pilot, surveillance, speed enforcement, emergency transport


Redding, California

Redding, California

Big Bear City, California

Redding, California

Redding, California

California

TOTAL FLIGHT TIMES

Total Flight Time 13,918.6 Pilot in Command 13,772.6 Day Time 13,476.3 Night Times 308.6 Cross Country 11,194.9 Instrument 428.1 CFI Day 1,141.7 CFI Night 25.1

Single Engine Land 10,896.5 Multi Engine Land 3,022.1

CERTIFICATES AND RATINGS Commercial Pilot #1769830 Flight lnstructor-CFII & MEl SEL

Clare B Farnsworth Director of Operations Pilot License # 1769830


Mr. Farnsworth has been involved in Part 135 operations for over 17 years and has been a licensed pilot for over 34 years. His career began in 1978 serving as an Officer/Pilot for the California Highway Patrol. His responsibilities included serving as a Department Training Pilot, Speed Enforcement, Emergency Transports, Surveillance and Searches. Mr. Farnsworth left the California Highway Patrol in 1995 to fly for Iasco Flight Center, a Part 135 operation in Redding, California. His responsibilities included both charter flights and Wild Land Fire Contracts. Mr. Farnsworth shared similar responsibilities at his next two companies, Redding Aero Enterprises in Redding, California and Pacific Crest Aviation in Big Bear City, California. In 2006 he started his own Basic Part 135 called Shasta Flyers Aviation. His roles at Shasta Flyers Aviation were Director of Operations and Chief Pilot for charters, pilot instruction, and pilot for Wild Land Fire Contracts. He created all Operations, Training and Safety manuals from scratch, making sure all methods and best practices comply with FAR Part 135/119 regulations. Since Shasta Flyers Aviation's change of ownership and name to Boutique Air, Inc. in 2011, Mr. Farnsworth has continued to serve diligently as Director of Operations.

At Boutique Air, Mr. Farnsworth's responsibilities include manual oversight and subsequent directing of flight operations. He also supports the creation and compliance of Boutique Air's operating procedures, methods and best practices with all FAR Part 135/119 regulations. Clare B Farnsworth is a US Citizen and resides at 1686 Marigold Way, Redding CA. 96003. Contact number (530)941-1112.

JACK COBERLY Pilot License # 2878404

WORK EXPERIENCE

11487 Hawley


Redding, California 96002 541-968-6882 cell 415-738-7671 fax [email protected]

October 2011- Boutique Air Inc Redding, California present Chief Pilot for 135 charter operation.

2004- Air Attack USFS/C-337 Redding, California October 2011 Pilot

1990-2004 Dream Flights Springfield, Oregon Owner/Pilot

1986-1990 Sky Cab Inc Scottsdale, Arizona Pilot

1985-1986 Paradise Valley Av Scottsdale, Arizona Pilot

1983-1985 Corporate Jets Inc Scottsdale, Arizona Pilot

1981-1983 Thunderbird Academy Scottsdale, Arizona Pilot/Instructor

FLIGHT RATINGS & TIMES

Airline Transport Pilot: Airplane MEL Commercial: Airplane SEL, SES, MEL Medical Certificate: FAA Second Class Certified Flight Instructor: CFI, CFII, MEl Advance Ground Instructor Airframe and Power Plant Mechanic Garmin G1 000 Certified

Total 7850 PIC 7850 Recip. 7053 Multi-Engine 2800 Turboprop 300 Fit Instructor 3300 Cross Country 3100

EDUCATION Western Michigan University MA/Education Andrews University SA/Education

Jack Coberly Chief Pilot Pilots License # 2878404


Mr. Coberly has been involved in Part 135 operations for over 29 years. His career began in 1983 as a VP of Operations and Corporate Pilot at Corporate Jets Inc., a Part 135 air carrier located in Scottsdale, Arizona. In 1985 he served as Director of Operations and Pilot for Paradise Valley Av, a Part 135 air carrier located in Scottsdale, Arizona. His responsibilities included passenger charter operations, maintenance logging, and flight scheduling. In 1986, Mr. Coberly became an owner and operator at Grand Canyon Air Tours of SkyCab Inc, a Part 135 air carrier also located in Scottsdale, Arizona. At Grand Canyon Air Tours he flew charter flights for tourists and visitors to the Grand Canyon National Park. In 1990 he started his own flight instructor operation called Dream Flights, located in Springfield, Oregon. Since 2004, Mr. Coberly has served as Pilot-in-Command for both Charter and Wild Land Fire contracts with the US Forest Service. Mr. Coberly has logged over 1500 hours with the USFS in California and the Northwest. He has flown with the ORCA and Blue Mt Teams on Type 2 fires. In prior projects he has been based at La Grande, Oregon for 5 years and Redmond, Oregon.

Mr. Coberly became Chief Pilot for Boutique Air in September of 2011. He brings his experience and detail-oriented work ethic. Mr. Coberly's responsibilities at Boutique Air include ensuring that all air operations are conducted in compliance with the Act, the Regulations and the Civil Aviation Orders, establishing and documenting the operational standards for Boutique Air, monitoring and if necessary correcting operational standards. Mr. Coberly also allocates aircraft for use, arranges crew rosters in accordance with flight and duty time limitations, conducts proficiency tests, maintains up-to-date records of the qualifications of each pilot, and ensures compliance with loading procedures. Mr. Coberly is also in charge of proper compilation of loading documents, including passenger manifests, and managing Boutique Air's training and checking functions. Jack Coberly is a US Citizen and resides at 11487 Hawley Way, Redding, CA. 96002. Contact number (541 )968-6882.


STEVE HOPPES Airframe & Powerplant License #3504760

21465 Black Lane Cottonwood, California 96022 530-34 7-4646 cell 530-224-2306 fax [email protected]

WORK EXPERIENCE May 2007- Boutique Air, Inc. Redding, California Present Director of Maintenance

1988-Present

1986-1988

1981-1986

1972-1981

A&P 19 years lA 12 years

EDUCATION

Redding Aero Enterprises Inc. Redding, California Partner, Director of Maintenance since 1997.

Roche Construction Redding, California Carpenter, remodeling, lighting and appliance installation.

Northstar Aviation Redding, California Parts Manager (1981-1983) Line Service Manager (1983-1986)

Cal-Todd Aviation Redding, California Line Service Technician (1972-197 4) Parts Man & Maintenance Apprentice ( 197 4-1981)

Central Valley High School Central Valley, California

Director of Maintenance, Steve Hoppes. Steve has over 38 years of aircraft maintenance experience. In 1972 he began his professional maintenance career at CalTodd Aviation where he worked as a line service technician. He worked as a parts man for 7 years and also trained as maintenance apprentice. From 1981 to 1986, Steve worked as a Parts Manager and Line Service Manager at Northstar Aviation. From 1986 to 1988 Steve worked as a Carpenter at Roche Construction. In 1988, he returned to aircraft maintenance to work for Redding Aero Enterprises Inc. At Redding Aero Enterprises Steve served as apprentice mechanic and parts manager. He acquired his A&P license in 1992, and was promoted to Director of Maintenance in 1997. Steve currently holds this position.

Steve's responsibilities for Boutique Air, Inc. include performing all maintenance, or the outsource scheduling of all work being performed, training personnel in the company's policies and procedures as required, ensuring all maintenance performed on aircraft is accomplished in accordance with the maintenance Manuals and Operations Specifications in a timely and efficient manner, review "in process" and completed work orders for completeness and correctness, and ensuring compliance with applicable airworthiness directives and bulletins. Steve is a US Citizen and resides at 21465 Black Lane, Cottonwood, CA. 96022. Contact number (530)347-4646.

Exhibit BA-8

Affidavit of Safety Compliance


AFFIDAVIT OF SAFETY COMPLIANCE

STATE OF CALIFORNIA

COUNTY OF SHASTA

Shawn C. Simpson, being duly sworn, deposes and says:

1. That he is duly elected, qual ified , and serving as President and Chief Executive Officer of Boutique Air, Inc. and that he is authorized to and does make this affidavit for it.

2. Each aircraft owned or leased by Boutique Air, Inc. has been certified by the Federal Aviation Administration ("FAA") and currently complies with the FAA's safety standards under Part 135 as well as the noise standards of Part 36 of the Federal Aviation Regulations.

pson President and Chief Executive Officer

Boutique Air, Inc.

It? J--; JAn Subscribed and sworn to before me this .l..k_ day of_, __ -=-vv-=--~-=--· 2012.

My Commission Expires: 2 -1-l..al b

Exhibit BA-9

Historical Financial Statements

Operating Income: Broker Fee Refunds-Allowances Lease income

Total Operating Income

Expenses: Aircraft expenses Bank charges and fees Computers/Servers Data Dues & subscriptions Insurance - liability Legal and professional fees License expenses Meals and entertainment Merchant fees Office expenses Promotional Recruiting Lease Reservation system Shipping expenses Staff Taxes and Licenses Telecom Travel

Total Expenses

Other income (expenses)

Net Income (loss)

OPEN TRIP, INC. Statement of Operations

2009

0.00 0.00 .Q..QQ

0.00

0.00 2,715.60

0.00 0.00

4,337.85 0.00

1,452.00 106.95

2,005.01 0.00

4,246.48 225.00

1,650.00 22,642.64 26,250.00

0.00 42,054.71

0.00 1,153.93 2.747.02

111,587.19

.Q..QQ

(111,587.19)

Open Trip, Inc. Accrual Basis

Year ended December 31,

2010 2011

0.00 2,100.00 1,671.49 1,733.11 4.500.00 0.00

6,171.49 3,833.11

0.00 1,621.84 816.65 1,589.80 226.00 20,303.59

0.00 26,891.07 35,765.30 37,084.73

3,127.00 8,940.00 750.00 11,108.86

0.00 1,317.00 2,325.06 2,568.04

0.00 (838.57) 19,502.97 10,562.96

582.00 779.18 7,875.00 12,900.00

66,136.78 40,871.95 330.34 1,827.36

56.29 1,032.65 189,510.07 288,137.13

161.19 3,316.13 10,691.36 302.38 16.021.65 4.841.59

353,877.66 475,157.69

(288.06) 2.18

(347,994.23) (471,322.40)

Ordinary Income: Broker Fee Refunds-Allowances Lease income

Total Ordinary Income

Expense: Bank charges and fees Computers/Servers Data Dues & subscriptions Insurance - liability Legal and professional fees License expense Meals and entertainment Merchant fees Office expenses Promotional Lease Reservation system Shipping expense Staff Taxes and Licenses Telecom

Total Expenses

Other income (expenses)

Net Income

OPEN TRIP, INC. Statement of Operations

Jan-Jun 2012

0.00 0.00 0.00

0.00

1,063.74 3,402.50

14,524.59 13,357.21 3,391.00

465.00 2,640.61 1,280.63

109.95 2,295.64

586.55 12,400.00

675.00 1,298.84

97,582.22 1,600.00

419.83

157,093.31

(3.51)

(157,096.82)

Open Trip, Inc.

Accrual Basis

Current Assets Checking/Savings

Total Current Assets

Fixed Assets Furniture and fixtures Computers and equipment

Total Fixed Assets

Other assets Investment in Boutique Air, Inc.

Total Other Assets

Total Assets

Liabilities and Equity

Liabilities Non-current Liabilities

Convertible notes SS

Total Liabilities

Equity Common Stock Retained earnings Net Income (loss)

Total Equity

Total Liabilities and Equity

Open Trip, Inc.

Balance Sheet As of June 30, 2012

401,074.14

401,074.14

1,832.30 8,625.89

10,458.19

169,598.45

169,598.45

581,130.78

1,250,100.00

1,250,100.00

419,031.42 (930,903.82) (157,096.82)

(668,969.22)

581,130.78

Boutique Air, Inc. Accrual Basis

BOUTIQUE AIR, INC. Statement of Operations

Year ended December 31,

2009 2010 2011

Operating Revenue: Air attack services 241,184.10 66,734.80 93,649.92 On-demand operations 0.00 2,379.60 0.00 Commuter operations

Total operating revenue 241,184.10 69,114.40 93,649.92

Operating Expense: Flying operations (except fuel and oil) 9,834.02 4,984.42 18,732.94 Fuel and oil 47,071.69 12,550.30 17,196.39 Maintenance 83,641.89 26,840.07 23,533.20 General and administrative 44,721.01 5,323.95 3,836.83 Depreciation and amortization 28,500.46 22,691.99 6,175.31 Transport related expense 564.50 0.00 524.77 Property and corporate tax 1,479.31 1,196.00 632.26

Total operating expense 215,812.88 73,586.73 70,631.70

Operating Income (loss): 25,371.22 (4,472.33) 23,018.22

Non-operating expense 10,381.18 7,570.25 0.00

Net Income (loss): 14,990.04 (12,042.58) 23,018.22

BOUTIQUE AIR, INC. Statement of Operations

Operating Revenue: Air attack services On-demand operations Commuter operations

Total operating revenue

Operating Expense: Flying operations (except fuel and oil) Fuel and Oil Maintenance General and administrative Depreciation and Amortization Transport-related expense Property and corporate taxes

Total operating expense

Operating Income (loss):

Non-operating expense

Net Income (loss):

Jan-Jun 2012

0.00 0.00

0.00

10,287.24 2,108.90 3,250.57 5,766.90

0.00 6,737.21

0.00

28,150.82

(28,150.82)

0.00

(28,150.82)

Boutique Air, Inc. Accrual Basis

Assets:



Fixed Assets Equipement- Airplane (N2337)

Total Fixed Assets

Total Assets

Liabilities and Equity:

Liabilities Current Liability

Total Liabilities

Equity Common stock Retained earnings Net Income (loss)

Total Equity


Boutique Air, Inc.

Balance Sheet As of June 30,2012

609,324.80

609,324.80

150,000.00

150,000.00

759,324.80

0.00

0.00

746,073.47 41,402.15

(28, 150.82)

759,324.80

759,324.80

Footnotes to the financial statements

The accompanying financial statements were prepared in accordance with Generally Accepted Accounting Principles by Jennifer Frank, an independent Bookkeeping & Forensic Accounting consultant contracted by Boutique Air, Inc. Mrs Frank has been providing bookkeeping services to San Francisco Bay area companies for the past 17 years.

Exhibit BA-1 0 Financial Statements and Forecasts

Start-up Costs

Start Up Costs

In order to start operating, Boutique Air will: • Add the PC-12 registered as N471SS leased by Targaryen on its certificate. • Update its Manuals (Training manual, General Operations Manual), and MEL to reflect the

addition of the new aircraft type to its certificate and the commuter operations. • Lease hangar space at the base airport for the aircraft. • Recruit pilots and train them according to the updated training manual. Training will likely involve

ground training as well as flight training in the leased Pilatus.

In light of these contingencies, Boutique Air anticipates the following costs to be incurred prior to the start of operations under the commuter authority:

Update the manuals ............................................... . Training manual (for new airplane, new operation) PC-12 MEL General Operations Manual

$10,000.00

Add pilots to the certificate:..................................... $21,100.00 recruiting .......................................................................... $2,000 training

travel + lodging ........................................................... .. $2,100 : $700 * 3 pilots $5,000 : 80 hours * 3 pilots $12,000: $800 * 5 hrs * 3 pilots

classroom time ............................................................ . flight training .............................................................. .

Hangar ................................................................. .. $2,500.00

Maintenance and scheduling software: .................... $5,000.00

Aircraft Lease Agreement............................................. Boutique Air does not require up-front payment for the aircraft it is leasing. Payment for leasing will commence when operations begin.

Insurance................................................................. Insurance will be paid on a monthly basis when the aircraft is leased

Personnel salaries..................................................... $40,000.00 Boutique Air anticipates there will be limited additional staff needed beyond existing personnel during ramp up time, but is budgeting $30,000 as a contingency.

All other costs are already being incurred by Boutique Air in its current Air Attack and Air charter operations.

Total Start Up Costs.................................................. $78,600.00

Exhibit BA-11


Assumptions for Forecast Financial Statements

Assumptions for Forecast Financial Statements

The following forecast financial statements are based on Boutique Air's service proposal of one week day roundtrip between Redding, CA (RDD) and Oakland, CA (OAK) for the first year of operations, i.e. from January 2013 through December 2013.

The following cost estimates are based on data from Conklin & de Decker, Aviation Week 2010 Operations Planning guide, as well as data points from PC-12 operators and maintenance centers.

Forecast operating departures and block hours (BH):

1 hour 6 minutes average block time for RDD-OAK for a stage length of 167 NM (nautical miles) Two flights a day for 261 weekdays in 2013:

522 scheduled departures: 574 BH 96% completion rate:

501 departures: 551 BH 83,667 revenue NM

Variable Costs (by block hours):

Fuel PC-12/47 fuel average Current fuel retail at RDD and OAK

Total hourly fuel cost

65 $5.16

USG/BH IUSG

$335.4 /BH

Lubricant $6.71 /BH

Maintenance Regular Maintenance

Labor cost Parts

$92.95 /BH $73.64 /BH

Engine Reserve (Overhaul/Inspection, paid to the lessor) Time Between Overhaul (TBO) Engine 3,500 BH Time between Hot Section Inspection 1,750 BH Engine Overhaul Cost ($322,700) $92.20 /BH Hot section Inspection ($16,500) $9.43 /BH

Total engine reserve: $101.63/BH

Total hourly maintenance cost $268.22/BH

Total variable hourly cost $610.33/BH

Fixed Cost (by year):

Aircraft Lease

Insurance

Interior ($59,800 every 5 years)

Pain ($30,254 every 5 years)

Modernization ($21 ,264 every 5 years)

Hangar (month to month)

Pilots salaries (2 pilots)

Pilots recurrent training

Total Fixed Cost

Total yearly BH Total Variable Cost (551 BHNear) Total Fixed Cost

Total Yearly Cost

BH: Block Hour USG: US Gallon

551 BH $336,291 Near $396,764 Near

$733.055 Near

$240,000 IY ear

$16,500 /Year

$11,960 /Year

$6,051 IY ear

$4,253 IY ear

$20,000 IY ear

$90,000 IY ear

$8,000 IY ear

$396,764 /Year

Revenue Forecast

Boutique Air is proposing to operate one weekday round-trip between Redding, CA (ROD) and Oakland, CA (OAK), using one Pilatus PC-12 with a seating capacity of 9 passengers. Traffic forecast for the first year of the proposed operation are are presented below:

Expected load factor:

• Low traffic season is January 1st through March 31st (64 weekdays in 2013), and October 1st through November 30th (44 weekdays in 2013). That is 108 low traffic weekdays.

• High traffic season is April 1st through September 30th (131 weekdays in 2013), and December 1st through December 31st (22 weekdays in 2013). That is a 153 high traffic weekdays.

Low season : 65% LF at an average fare of $280 -> 5.85 pax per flight High season: 75% LF at an average fare of $290-> 6.75 pax per flight

As referred to in the assumptions for forecast financial statements, Boutique Air, Inc. is expecting a completing rate of 96%, hence a number of flights lower than double the number of weekdays in the following forecast tables.

Revenue forecast- first year of proposed operation:

Season Low High

Load factor 65% 75%

Pax/flight 5.85 6.75

Weekdays Flights 108 206 153 295

Revenue forecast - Breakdown by quarter:

Pax 1205.1 1991.25

Fare $280 $290 TOTAL:

Gross revenue $337,428.00 $577.462.50 $914,890.50

The forecast costs and revenues associated with Boutique Air, Inc. current on-demand and air attack operations are averages based on past years of operations. It should be noted that the Air Attack operation is seasonal and that revenues for these operations are forecast to occur entirely during the summer (3rd quarter). The breakdown of revenue by quarter is based on the number of operating days (weekdays) during each quarter:

• 2013 1st Quarter: • 2013 2nd Quarter: • 2013 3rd Quarter: • 2013 4th Quarter:

Total:

64 operating days in low season 65 operating days in high season 66 operating days in high season 44 operating days in low season and 22 operating days in high season

261 operating days in 2013

Quarter Pax/flight Flights Pax Fare Gross revenue 2013 Q1 5.85 122 713.70 $280 $199,836.00 2013 Q2 6.75 125 843.75 $290 $244,687.50 2013 Q3 6.75 128 864.00 $290 $250,560.00 2013 Oct-Nov 5.85 84 491.40 $280 $137,592.00 2013 Dec 6.75 42 283.50 $290 ~Q!22.2l~.QQ

TOTAL: $914,890.50

Exhibit BA-12


Forecast Balance Sheet--First Year

Assets:



Fixed Assets

Boutique Air, Inc.

Forecast Balance Sheet As of December 31, 2013

Equipement- Airplane (N2337)

Total Fixed Assets

Total Assets

Liabilities and Equity:

Liabilities Current Liability

Total Liabilities

Equity Common stock Retained earnings Net Income (loss)

Total Equity


729,545.78

729,545.78

150,000.00

150,000.00

879,545.78

0.00

0.00

746,073.47 (65,348.67) 198,820.98

879,545.78

879,545.78

Exhibit BA-13


Forecast Income Statement--First Year

BOUTIQUE AIR, INC. First Year Forecast Statement of Operations

Forecast - Combined operations

2ill...l.Ql 2Qll.Q2. 2Q.1.lill ~ 2013 (fuJI vear)

Operating Revenue

Air Attack Services $0.00 $0.00 $133,856.27 $0.00 $133,856.27 On-demand Operations $198.30 $198.30 $198.30 $198.30 $793.20 Commuter Operations $199,836.00 $244,687.50 $250,560.00 $219,807.00 $914,890.50

Total Operating Revenue $200,034.30 $244,885.80 $384,614.57 $220,005.30 $1,049,539.97

Operating Expense:

Flying operations (except fuel and oil) $100,033.18 $101,596.19 $103,159.21 $103,159.21 $407,947.79 Fuel and Oil $52,501.76 $53,322.10 $54,142.44 $54,142.44 $214,108.74 Maintenance $47,193.49 $47,930.89 $48,668.28 $48,668.28 $192,460.94 General and administrative $6,856.24 $6,963.37 $7,070.50 $7,070.50 $27,960.60 Depreciation and Amortization $1,514.25 $1,537.91 $1,561.57 $1,561.57 $6,175.31 Transport-related expense $89.03 $90.42 $91.82 $91.82 $363.09 Property and corporate taxes $417.48 $424.00 $430.52 $430.52 $1,702.52

Total Operating Expense $208,605.42 $211,864.88 $215,124.34 $215,124.34 $850,718.99

Operating profit (loss) ($8,571.12) $33,020.92 $169,490.23 $4,880.96 $198,820.98

Non operating expenses

Net Income (Joss) ($8,571.12) $33,020.92 $169,490.23 $4,880.96 $198,820.98


Forecast - Commuter Operation

2Q!l.Ql 2Q..U.Q2 2QJ..l.m. 2Qll..Q:!. 2013 (full vear)

Operating Revenue

Air Attack Services On-demand Operations Commuter Operations $199,836.00 $244,687.50 $250,560.00 $219,807.00 $914,890.50

Total Operating Revenue $199,836.00 $244,687.50 $250,560.00 $219,807.00 $914,890.50

Operating Expense:

Flying operations (except fuel and oil) $97,290.79 $98,810.96 $100,331.13 $100,331.13 $396,764.00 Fuel and Oil $46,222.86 $46,945.09 $47,667.33 $47,667.33 $188,502.61 Maintenance $36,239.50 $36,805.74 $37,371.99 $37,371.99 $147,789.22 General and administrative $2,452.11 $2,490.42 $2,528.74 $2,528.74 $10,000.00 Depreciation and Amortization $0.00 $0.00 $0.00 $0.00 $0.00 Transport-related expense $0.00 $0.00 $0.00 $0.00 $0.00 Property and corporate taxes $147.13 $149.43 $151.72 $151.72 $600.00


Operating profit (loss) $17,483.61 $59,485.86 $62,509.10 $31,756.10 $171,234.67


Net Income (loss) $17,483.61 $59,485.86 $62,509.10 $31,756.10 $171,234.67


Forecast- On-demand and Air Attack Operation

2Qll.Q.l lQ.11..Q2. 2Qll.Ql 2.Q..U.Qi 2013 (full vear)

Operating Revenue

Air Attack Services $0.00 $0.00 $133,856.27 $0.00 $133,856.27 On-demand Operations $198.30 $198.30 $198.30 $198.30 $793.20 Commuter Operations

Total Operating Revenue $198.30 $198.30 $134,054.57 $198.30 $134,649.47

Operating Expense:

Flying operations (except fuel and oil) $2,742.39 $2,785.24 $2,828.09 $2,828.09 $11,183.79 Fuel and Oil $6,278.90 $6,377.00 $6,475.11 $6,475.11 $25,606.13 Maintenance $10,953.98 $11,125.14 $11,296.30 $11,296.30 $44,671.72 General and administrative $4,404.13 $4,472.95 $4,541.76 $4,541.76 $17,960.60 Depreciation and Amortization $1,514.25 $1,537.91 $1,561.57 $1,561.57 $6,175.31 Transport-related expense $89.03 $90.42 $91.82 $91.82 $363.09 Property and corporate taxes $270.35 $274.57 $278.80 $278.80 $1,102.52


Operating profit (loss) -$26,054.74 -$26,464.94 $106,981.13 -$26,875.14 $27,586.31


Net Income (loss) -$26,054.74 -$26,464.94 $106,981.13 -$26,875.14 $27,586.31

Exhibit BA-14

Certification

Certification

Pursuant to Title 18 United States Code section 1001, I Shawn C. Simpson, in my individual capacity and as the authorized representative of the applicant, have not in any manner knowingly and willingly falsified, concealed or covered up any material fact or made any false, fictitious, or fraudulent statement or knowingly used any documents which contain such statements in connection with the preparation, filing, or prosecution of the application. I understand that an individual who is found to have violated the provisions of 18 U.S.C section 1001 shall be fined not more than $10,000 or imprisoned not more than five years, or both.

Date:

Exhibit BA-15

Verification of Available Funds

Bank of America ~~ 0

June 29, 2012

RE: Proof of Funds Letter/ Boutique Air, Inc.

To Whom It May Concern:

This letter is to provide proof of funds for the below referenced business.

Boutique Air, Inc. 340 Pine St., Suite 503 San Francisco, CA 94104

Deposit account: xxxx2640 Account balance: $609,324.80

This client is in good standing. All balances noted as end of business June 29, 2012.

Sinyrely, r.. • . . H

)~A~~ Jenni r Bel~h:r. Strta I Business Banking Assistant Vice-President Client Manager

Bank of America ~'fc: 0

June 29,2012

RE: Proof of Funds Letter/ Open Trip, Inc.

To Whom It May Concern:

This letter is to provide proof of funds for the below referenced business.

Open Trip, Inc. 340 Pine St., Suite 503 San Francisco, CA 94104

Deposit account: xxxx3246 Account balance: $401,074.14

This client is in good standing. All balances noted as end of business June 29, 2012.

Sincerely,

Jen~~l er Small Business Banking Assistant Vice-President Client Manager

Exhibit BA-16

Letter of Intent For Aircraft Lease Agreement

TARGARYEN, LLC.

LETTER OF INTENT FOR AIRCRAFT LEASE AGREEMENT

June 1, 2012

BA-16 Page 2 of 3

Targaryen, LLC, an aircraft leasing company, intends to lease its aircraft, a Pilatus PC-12/47, Serial No, 739, Registration No. N471SS to Boutique Air, Inc., a Part 135 air carrier located in Redding, California under the following terms and conditions:

1. Lease of Aircraft. Subject to availability as described below, and in consideration of the rent to be charged as set out below, Targaryen LLC will agree to lease the Aircraft to Boutique Air, Inc .. together with all equipment and accessories installed in or appurtenant to the Aircraft which may be at any time attached or added thereto by or with the consent ofTargaryen LLC.

2. Term. The Lease shall commence on January 1 '', 2013 and shall continue for a minimum of one year with an option to renew for two additional one year terms. The lease may be terminated under mutual agreement by both parties.

3. Rent. The rent payable by Boutique Air, Inc. to Targaryen LLC shall begin at a rate of $20,000 per month. Rent shall be due monthly within 10 days of presentation of an invoice to Boutique Air, Inc. In addition to the monthly rent described in the previous sentence, Boutique Air, Inc. will be responsible for all fuel costs, any landing fees, Airport usage fees, overnight parking fees or hangar charges incurred while the Aircraft is in Boutique Air, Inc.'s possession. Targaryen LLC proposes a maximum aircraft usage of 60 hours per· month. If Boutique Air exceeds the 60-hour limit, Boutique Air, Inc. will pay Targaryen LLC a $200 per hour fee for each additional hour.

4. Maintenance and Repair. Targaryen LLC shall, at its own cost and expense, repair and maintain the Aircraft so as to keep it in good operating condition. Notwithstanding the foregoing, however, any damage to the Aircraft or repair made necessary to the Aircraft which is caused by any negligence or misuse by Boutique Air, Inc. shall be the responsibility of Boutique Air, Inc. Boutique Air, Inc. specifically agrees to keep the Aircraft in a hangar during the time the Aircraft is in Boutique Air's possession and weather conditions indicate this is necessary and, further provided, that the hangar space is available. Boutique Air, Inc. shall return the Aircraft to Targaryen LLC in reasonably clean condition following each usage by Boutique Air, Inc.

5. Modification. Boutique Air, Inc. shall not have the right to alter, modify or make additions or improvements to the aircraft without written permission from Targaryen, LLC. All such altercations, modifications, additions and improvements as are so made shall become the property ofTargaryen LLC and shall be subject to all the terms of the Agreement. In the event that repair or maintenance to the Aircraft is required on an emergency basis during the time that the Aircraft is in the possession of the Boutique Air, Inc., Boutique Air, Inc. shall be entitled to make such repairs or conduct such maintenance as is necessary to make the Aircraft safe and airworthy. Provided that such repair or maintenance is not the responsibility of Boutique Air, Inc. pursuant to the second sentence of paragraph 4 above, Targaryen LLC shall reimburse Boutique Air, Inc. for such repairs upon presentation of invoices or other proper documentation.

6. Pilot. The Aircraft shall be flown only by licensed and qualified pilots that are either (i) identified sufficiently in advance that they may be named on Targaryen LLC's insurance policy, or (ii) that meet the open pilot qualification criteria as specified by Targaryen LLC's insurance carrier.

7. Release/Indemnification a. The parties acknowledge and agree that Targaryen LLC is not a manufacturer or engaged

in the sale or distribution of the Aircraft. It is further acknowledged that Targaryen LLC makes no representations, promises, statements, or warranties, expressed or implied, with respect to the merchantability, suitability, or fitness of the Aircraft for Boutique Air, Inc.'s purposes or otherwise. Boutique Air agrees that Targaryen LLC shall not be liable to Boutique Air, Inc. for any loss, claim, demand, liability, cost, damage or expense of any kind, caused or alleged to be caused directly or indirectly by the Aircraft, or by any

BA-16 Page 3 of 3

inadequacy thereof for the purpose of or any use of, or any defect therein, or any delay in providing, or failure to provide the same, or any interpretation or loss of service or use thereof, or any loss of business, or damage whatever and however caused as a result of the lease of the Aircraft.

b. Boutique Air, Inc. agrees to indemnifY Targaryen LLC from and against any loss, claim, demand, liability, cost, damage, or expense of any kind, caused or alleged to be caused directly or indirectly by the Aircraft, Boutique Air, Inc.'s use thereof, or Targaryen LLC's lease of the Aircraft to Boutique Air, Inc. This indemnification shall specifically apply to attorneys' fees incurred by Boutique Air, Inc. in connection with any such loss, claim, demand, liability, cost, damage or expense.

8. Title. The registration of and title to the Aircraft shall be in the name of the Targaryen, LLC and the Aircraft, at all times during the term of this Agreement, shall bear United States registration markings.

9. Taxes. Targaryen LLC shall pay or cause to be paid all taxes incurred by reason of ownership of the Aircraft during the term of the Agreement, including personal property taxes. Boutique Air, Inc. shall pay all operating taxes, fees, and charges, including gasoline sales tax and any tax or fee assessed or charged for the use of any airport or facilities or for the use of premise occupied in any forced landings.

10. Assignment. Boutique Air, Inc. shall not assign the Lease or any interest in the Aircraft or sublet the Aircraft without the prior written consent of Targaryen, LLC which may be withheld for any reason whatever. Subject to the foregoing, the Lease inures to the benefit of, and is binding on, the successors and assigns of the parties.

Title Director of Leasing

Title CEO

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