22 Exhibit ULTIMATE - 704

ForecastIncomeStatementfortheProposedService:SecondQuarterofOperations(1July201330September2013)

A BCD

Basic Forecast Proposed Service Combined Forecast Q1-Q2 Cumulative

OperatingRevenue

Sales Flight $ 6,749,962.24 $ 7,081,321.90 331,359.66 $ 14,044,199.95 $ 

Sales Contract Flight $ 28,393.32 $ 56,786.63 28,393.32 $ 

Sales Road Fuel $ 1,301,703.37 $ 2,603,406.74 1,301,703.37 $ 

Sales Home Fuel $ 683,313.70 $ 1,366,627.39 683,313.70 $ 

Sales Crewing $ 414,803.94 $ 829,607.88 414,803.94 $ 

Sales Fuel Surcharge $ 365,072.41 $ 730,144.82 365,072.41 $ 

Sales Catering $ 11,272.27 $ 22,544.53 11,272.27 $ 

Sales Aircraft Supplies $ 20,203.14 $ 40,406.28 20,203.14 $ 

Sales LdglPark Fees $ 199,750.23 $ 399,500.46 199,750.23 $ 

Sales Crew Overnight $ 38,157.50 $ 76,315.00 38,157.50 $ 

Sales Rent Hangar/Office $ 8,387.50 $ 16,775.00 8,387.50 $ 

Sales Maintenance-Labor $ 144,848.47 $ 289,696.93 144,848.47 $ 

Sales Maintenance-Other $ 430,247.05 $ 860,494.10 430,247.05 $ 

Sales Flight Attendant $ 68,400.00 $ 136,800.00 68,400.00 $ 

Sales Miscellaneous $ 3,150.66 $ 6,301.32 3,150.66 $ 

Sales Ground Transportation $ 17,889.77 $ 35,779.53 17,889.77 $ 

Total Operating Revenue: $ 331,359.66 10,485,555.55 $ 10,816,915.20 $ 21,515,386.56 $ 

OperatingExpenses

Cogs Road Fuel $ 2,516,195.91 $ 2,613,813.69 97,617.78 $ 5,227,627.38 $ 

Cogs Home Fuel $ 587,093.10 $ 1,174,186.20 587,093.10 $ 

Cogs Insurance $ 121,333.03 $ 242,666.06 121,333.03 $ 

Engine Reserve $ 89,383.82 $ 178,767.64 89,383.82 $ 

Avionics Program $ 3,506.32 $ 7,012.64 3,506.32 $ 

Generator Program $ 15,309.77 $ 30,619.54 15,309.77 $ 

Cogs Catering $ 10,632.66 $ 11,045.41 412.75 $ 22,090.82 $ 

Cogs NC Supplies $ 37,484.89 $ 74,969.78 37,484.89 $ 

Cogs Ldg/Park Fees $ 207,987.96 $ 241,536.15 33,548.19 $ 483,072.30 $ 

Cogs Hangar Rent $ 37,207.82 $ 74,415.63 37,207.82 $ 

Cogs Maintenance $ 588,686.09 $ 614,236.29 25,550.20 $ 1,228,472.57 $ 

Cogs Customs $ 971.25 $ 1,942.49 971.25 $ 

Cogs Contract Flight $ 23,865.34 $ 47,730.67 23,865.34 $ 

Cogs NC Lease Payments $ 199,375.18 $ 398,750.36 199,375.18 $ 

Cogs Hotel/Food $ 188,078.66 $ 376,157.31 188,078.66 $ 

Cogs O/S Maintenance $ 4,807.17 $ 9,614.34 4,807.17 $ 

Commissions $ 38,163.02 $ 76,326.03 38,163.02 $ 

Cogs Ground Transportation $ 20,957.03 $ 41,914.05 20,957.03 $ 

COGS Booking Fees $ 91,181.89 $ 95,036.63 3,854.74 $ 188,669.42 $ 

Cogs Due Owners $ 2,532,306.25 $ 5,064,612.49 2,532,306.25 $ 

Wages $ 1,007,015.93 $ 2,014,031.86 1,007,015.93 $ 

Wages Overtime $ 132,420.46 $ 264,840.92 132,420.46 $ 

Commissions $ 215,123.24 $ 430,246.47 215,123.24 $ 

Fica Tax Employer Expense $ 103,467.48 $ 206,934.96 103,467.48 $ 

Futa Expense $ 1,432.29 $ 2,864.58 1,432.29 $ 

Suta Expense $ 29,213.46 $ 58,426.91 29,213.46 $ 

Workers Comp Expense $ 16,262.61 $ 32,525.21 16,262.61 $ 

Health Insurance Expense $ 65,911.20 $ 131,822.39 65,911.20 $ 

AFLAC $ 505.21 $ 1,010.41 505.21 $ 

Car Allowance Expense $ 1,639.16 $ 3,278.31 1,639.16 $ 

Apt Allowance Expense $ 4,182.50 $ 8,365.00 4,182.50 $ 

Drug Testing $ 1,424.50 $ 2,849.00 1,424.50 $ 

Training Expense $ 34,274.50 $ 68,549.00 34,274.50 $ 

Per Diem Overnight Expense $ 111,010.70 $ 222,021.40 111,010.70 $ 

Per Diem Flight Expense $ 114,847.50 $ 229,695.00 114,847.50 $ 

Repairs & Upkeep $ 16,653.30 $ 33,306.59 16,653.30 $ 

License,Permlt,Fees $ 4,575.41 $ 9,150.82 4,575.41 $ 

Office Supplies $ 9,025.04 $ 18,050.08 9,025.04 $ 

Cornputer Expenses $ 14,998.32 $ 29,996.63 14,998.32 $ 

Membership,Dues,Subscrip $ 8,037.71 $ 16,075.41 8,037.71 $ 
22 Exhibit ULTIMATE - 704

ForecastIncomeStatementfortheProposedService:SecondQuarterofOperations(1July201330September2013)

A BCD

Basic Forecast Proposed Service Combined Forecast Q1-Q2 Cumulative

OperatingExpenses(continued) Telephone $ 11,460.99 $ 22,921.98 11,460.99 $ 

Television & Internet $ 2,257.15 $ 4,514.29 2,257.15 $ 

Freight $ 27,233.23 $ 54,466.46 27,233.23 $ 

Advertising-Sales $ 70,466.13 $ 155,932.26 70,466.13 $ 

Travel Expense $ 12,048.62 $ 24,097.23 12,048.62 $ 

Meals/Entertainment $ 4,464.26 $ 8,928.52 4,464.26 $ 

Postage $ 394.08 $ 788.16 394.08 $ 

Interest Expense $ 67,970.06 $ 135,940.11 67,970.06 $ 

Legal Expense $ 32,943.75 $ 65,887.50 32,943.75 $ 

Bank Fees $ 13,903.09 $ 27,806.18 13,903.09 $ 

Finance Charges $ 16,788.31 $ 33,576.62 16,788.31 $ 

Federal Tax Penalties $ - $ - - $ 

Canada Tax Penalties $ - $ - - $ 

Insurance Expense $ 32,859.63 $ 65,719.25 32,859.63 $ 

Shop Supplies $ 3,425.81 $ 6,851.61 3,425.81 $ 

Uniform Expense $ 1,646.89 $ 3,293.77 1,646.89 $ 

Rent Expense $ 35,150.02 $ 70,300.03 35,150.02 $ 

Equip Rent $ 21,501.98 $ 43,003.95 21,501.98 $ 

Electric $ 5,277.56 $ 10,555.11 5,277.56 $ 

Gas $ 3,266.60 $ 6,533.20 3,266.60 $ 

Other Utilities $ 530.28 $ 1,060.56 530.28 $ 

Flowage Fees $ 7,783.45 $ 15,566.90 7,783.45 $ 

Small Tools $ 838.70 $ 1,677.40 838.70 $ 

Employee Benefits $ 776.86 $ 1,553.72 776.86 $ 

Professional Fees $ 15,960.93 $ 31,921.86 15,960.93 $ 

Depreciation $ 191,793.50 $ 383,587.00 191,793.50 $ 

Real Estate Taxes $ 7,524.90 $ 15,049.80 7,524.90 $ 

Other Taxes $ 9,551.08 $ 19,102.16 9,551.08 $ 

GST -Canada $ 5,652.03 $ 11,304.05 5,652.03 $ 

Total Operating Expenses: $ 160,983.66 9,810,017.43 $ 9,971,001.09 $ 19,955,598.35 $ 

Net Income From Operations: $ 170,376.00 675,538.12 $ 845,914.11 $ 1,559,788.20 $ 

NonOperatingIncome(Expense)

Other Income and Expense $ - $ - - $ 

Discounts $ - $ - - $ 

Interest Income $ 141.28 $ 282.56 141.28 $ 

Total Non-Operating Income (Expense) $ - 141.28 $ 141.28 $ 282.56 $ 

Net Income (Loss): $ 170,376.00 675,679.40 $ 846,055.39 $ 1,560,070.76 $ 
Exhibit ULTIMATE - 706

ForecastIncomeStatementfortheProposedService:FourthQuarterofOperations(1January201431March2014)

A BCD

Basic Forecast Proposed Service Combined Forecast Q1-Q4 Cumulative

OperatingRevenue

Sales Flight $ 6,749,962.24 $ 7,178,419.79 428,457.55 $ 28,378,489.12 $ 

Sales Contract Flight $ 28,393.32 $ 113,573.26 28,393.32 $ 

Sales Road Fuel $ 1,301,703.37 $ 5,206,813.48 1,301,703.37 $ 

Sales Home Fuel $ 683,313.70 $ 2,733,254.78 683,313.70 $ 

Sales Crewing $ 414,803.94 $ 1,659,215.76 414,803.94 $ 

Sales Fuel Surcharge $ 365,072.41 $ 1,460,289.64 365,072.41 $ 

Sales Catering $ 11,272.27 $ 45,089.06 11,272.27 $ 

Sales Aircraft Supplies $ 20,203.14 $ 80,812.56 20,203.14 $ 

Sales LdglPark Fees $ 199,750.23 $ 799,000.92 199,750.23 $ 

Sales Crew Overnight $ 38,157.50 $ 152,630.00 38,157.50 $ 

Sales Rent Hangar/Office $ 8,387.50 $ 33,550.00 8,387.50 $ 

Sales Maintenance-Labor $ 144,848.47 $ 579,393.86 144,848.47 $ 

Sales Maintenance-Other $ 430,247.05 $ 1,720,988.20 430,247.05 $ 

Sales Flight Attendant $ 68,400.00 $ 273,600.00 68,400.00 $ 

Sales Miscellaneous $ 3,150.66 $ 12,602.64 3,150.66 $ 

Sales Ground Transportation $ 17,889.77 $ 71,559.06 17,889.77 $ 

Total Operating Revenue: $ 428,457.55 10,485,555.55 $ 10,914,013.09 $ 43,320,862.34 $ 

OperatingExpenses

Cogs Road Fuel $ 2,516,195.91 $ 2,611,310.67 95,114.76 $ 10,445,242.68 $ 

Cogs Home Fuel $ 587,093.10 $ 2,348,372.40 587,093.10 $ 

Cogs Insurance $ 121,333.03 $ 485,332.12 121,333.03 $ 

Engine Reserve $ 89,383.82 $ 357,535.28 89,383.82 $ 

Avionics Program $ 3,506.32 $ 14,025.28 3,506.32 $ 

Generator Program $ 15,309.77 $ 61,239.08 15,309.77 $ 

Cogs Catering $ 10,632.66 $ 11,034.83 402.17 $ 44,139.31 $ 

Cogs NC Supplies $ 37,484.89 $ 149,939.56 37,484.89 $ 

Cogs Ldg/Park Fees $ 207,987.96 $ 250,137.94 42,149.98 $ 975,153.76 $ 

Cogs Hangar Rent $ 37,207.82 $ 148,831.26 37,207.82 $ 

Cogs Maintenance $ 588,686.09 $ 613,581.15 24,895.07 $ 2,454,324.61 $ 

Cogs Customs $ 971.25 $ 3,884.98 971.25 $ 

Cogs Contract Flight $ 23,865.34 $ 95,461.34 23,865.34 $ 

Cogs NC Lease Payments $ 199,375.18 $ 797,500.72 199,375.18 $ 

Cogs Hotel/Food $ 188,078.66 $ 752,314.62 188,078.66 $ 

Cogs O/S Maintenance $ 4,807.17 $ 19,228.68 4,807.17 $ 

Commissions $ 38,163.02 $ 152,652.06 38,163.02 $ 

Cogs Ground Transportation $ 20,957.03 $ 83,828.10 20,957.03 $ 

COGS Booking Fees $ 91,181.89 $ 96,181.37 4,999.49 $ 380,769.03 $ 

Cogs Due Owners $ 2,532,306.25 $ 10,129,224.98 2,532,306.25 $ 

Wages $ 1,007,015.93 $ 4,028,063.72 1,007,015.93 $ 

Wages Overtime $ 132,420.46 $ 529,681.84 132,420.46 $ 

Commissions $ 215,123.24 $ 860,492.94 215,123.24 $ 

Fica Tax Employer Expense $ 103,467.48 $ 413,869.92 103,467.48 $ 

Futa Expense $ 1,432.29 $ 5,729.16 1,432.29 $ 

Suta Expense $ 29,213.46 $ 116,853.82 29,213.46 $ 

Workers Comp Expense $ 16,262.61 $ 65,050.42 16,262.61 $ 

Health Insurance Expense $ 65,911.20 $ 263,644.78 65,911.20 $ 

AFLAC $ 505.21 $ 2,020.82 505.21 $ 

Car Allowance Expense $ 1,639.16 $ 6,556.62 1,639.16 $ 

Apt Allowance Expense $ 4,182.50 $ 16,730.00 4,182.50 $ 

Drug Testing $ 1,424.50 $ 5,698.00 1,424.50 $ 

Training Expense $ 34,274.50 $ 137,098.00 34,274.50 $ 

Per Diem Overnight Expense $ 111,010.70 $ 444,042.80 111,010.70 $ 

Per Diem Flight Expense $ 114,847.50 $ 459,390.00 114,847.50 $ 

Repairs & Upkeep $ 16,653.30 $ 66,613.18 16,653.30 $ 

License,Permlt,Fees $ 4,575.41 $ 18,301.64 4,575.41 $ 

Office Supplies $ 9,025.04 $ 36,100.16 9,025.04 $ 

Cornputer Expenses $ 14,998.32 $ 59,993.26 14,998.32 $ 

Membership,Dues,Subscrip $ 8,037.71 $ 32,150.82 8,037.71 $ 
Exhibit ULTIMATE - 706

ForecastIncomeStatementfortheProposedService:FourthQuarterofOperations(1January201431March2014)

A BCD

Basic Forecast Proposed Service Combined Forecast Q1-Q4 Cumulative

OperatingExpenses(continued) Telephone $ 11,460.99 $ 45,843.96 11,460.99 $ 

Television & Internet $ 2,257.15 $ 9,028.58 2,257.15 $ 

Freight $ 27,233.23 $ 108,932.92 27,233.23 $ 

Advertising-Sales $ 70,466.13 $ 296,864.52 70,466.13 $ 

Travel Expense $ 12,048.62 $ 48,194.46 12,048.62 $ 

Meals/Entertainment $ 4,464.26 $ 17,857.04 4,464.26 $ 

Postage $ 394.08 $ 1,576.32 394.08 $ 

Interest Expense $ 67,970.06 $ 271,880.22 67,970.06 $ 

Legal Expense $ 32,943.75 $ 131,775.00 32,943.75 $ 

Bank Fees $ 13,903.09 $ 55,612.36 13,903.09 $ 

Finance Charges $ 16,788.31 $ 67,153.24 16,788.31 $ 

Federal Tax Penalties $ - $ - - $ 

Canada Tax Penalties $ - $ - - $ 

Insurance Expense $ 32,859.63 $ 131,438.50 32,859.63 $ 

Shop Supplies $ 3,425.81 $ 13,703.22 3,425.81 $ 

Uniform Expense $ 1,646.89 $ 6,587.54 1,646.89 $ 

Rent Expense $ 35,150.02 $ 140,600.06 35,150.02 $ 

Equip Rent $ 21,501.98 $ 86,007.90 21,501.98 $ 

Electric $ 5,277.56 $ 21,110.22 5,277.56 $ 

Gas $ 3,266.60 $ 13,066.40 3,266.60 $ 

Other Utilities $ 530.28 $ 2,121.12 530.28 $ 

Flowage Fees $ 7,783.45 $ 31,133.80 7,783.45 $ 

Small Tools $ 838.70 $ 3,354.80 838.70 $ 

Employee Benefits $ 776.86 $ 3,107.44 776.86 $ 

Professional Fees $ 15,960.93 $ 63,843.72 15,960.93 $ 

Depreciation $ 191,793.58 $ 767,174.08 191,793.58 $ 

Real Estate Taxes $ 7,524.90 $ 30,099.60 7,524.90 $ 

Other Taxes $ 9,551.08 $ 38,204.32 9,551.08 $ 

GST -Canada $ 5,652.03 $ 22,608.10 5,652.03 $ 

Total Operating Expenses: $ 167,561.46 9,810,017.51 $ 9,977,578.97 $ 39,895,961.19 $ 

Net Income From Operations: $ 260,896.09 675,538.03 $ 936,434.12 $ 3,424,901.15 $ 

NonOperatingIncome(Expense)

Other Income and Expense $ - $ - - $ 

Discounts $ - $ - - $ 

Interest Income $ 141.28 $ 565.12 141.28 $ 

Total Non-Operating Income (Expense) $ - 141.28 $ 141.28 $ 565.12 $ 

Net Income (Loss): $ 260,896.09 675,679.31 $ 936,575.40 $ 3,425,466.27 $ 


 ULTIMATE JET LLC

 AND SUBSIDIARIES

 REVIEWED FINANCIAL STATEMENTS

 YEAR ENDING DECEMBER 31, 2012
INDEX

ACCOUNTANT’S REVIEW REPORT ................................................................................. 1

BALANCE SHEET - December 31, 2012 ............................................................................. 2 & 3

STATEMENT OF INCOME................................................................................................... 4

STATEMENT OF CASH FLOWS ......................................................................................... 5

STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY ............................................ 6

NOTES TO FINANCIAL STATEMENTS .............................................................................. 7 - 14

SUPPORTING SCHEDULES

SCHEDULE-SALES................................................................................................. S-1

SCHEDULE-COST OF SALES ............................................................................... S-1

SCHEDULE - SELLING, GENERAL & ADMINISTRATIVE EXPENSES ................ S-2

SCHEDULE - OTHER INCOME.............................................................................. S-3

SCHEDULE - OTHER EXPENSE ........................................................................... S-3

CONSOLIDATING FINANCIAL STATEMENT
SCHROEDER & CO., LLC

Certified Public Accountants

NICHOLAS V. SCHROEDER, CPA 315 EAST MAIN STREET

FRED J. SCHROEDER, CPA P.O. BOX 307

 ——— OTTAWA, OHIO 45875

JEFFERY W. RIEMAN, CPA TELEPHONE (419) 523-6191

MELANIE A. METZGER, CPA FAX (419) 523-6500

E-MAIL: schroedercpa@schroedercocpas.com

 WEBSITE: www.schroedercocpas.com

INDEPENDENT ACCOUNTANT’S REVIEW REPORT

To the Members

Ultimate Jet LLC and Subsidiaries

We have reviewed the accompanying consolidated balance sheet of Ultimate Jet LLC and 

Subsidiaries as of December 31, 2012, and the related consolidated statements of income, 

changes in members’ equity and cash flows for the year then ended. A review includes primarily 

applying analytical procedures to management’s financial data and making inquiries of Company 

management. A review is substantially less in scope than an audit, the objective of which is the 

expression of an opinion regarding the financial statements as a whole. Accordingly, we do not 

express such an opinion.

Management is responsible for the preparation and fair presentation of the financial statements in 

accordance with accounting principles generally accepted in the United States of America and for 

designing, implementing, and maintaining internal control relevant to the preparation and fair 

presentation of the financial statements.

Our responsibility is to conduct the review in accordance with Statements on Standards for 

Accounting and Review Services issued by the American Institute of Certified Public Accountants. 

Those standards require us to perform procedures to obtain limited assurance that there are no 

material modifications that should be made to the consolidated financial statements. We believe 

that the results of our procedures provide a reasonable basis for our report.

Based on our review, we are not aware of any material modifications that should be made to the 

accompanying consolidated financial statements in order for them to be in conformity with 

accounting principles generally accepted in the United States of America.

Our review was made for the purpose of expressing a conclusion that there are no material 

modifications that should be made to the consolidated financial statements in order for them to be 

in conformity with accounting principles generally accepted in the United States of America. The 

information included in the accompanying consolidated Supporting Schedules is presented only 

for purposes of additional analysis and has not been subjected to the inquiry and analytical 

procedures applied in the review of the basic consolidated financial statements, but was compiled 

from information that is the representation of management, without audit or review. Accordingly, 

we do not express an opinion or any other form of assurance on the supplementary information.

SCHROEDER & CO., LLC

CERTIFIED PUBLIC ACCOUNTANTS

March 18, 2013

1
Ultimate Jet LLC

and Subsidiaries

Balance Sheet

As of December 31, 2012

See Accompanying Notes And Independent Accountants' Review Report

2

Assets

Current Assets

Cash & Cash Equivalents 21,757

Total Cash & Cash Equivalents 21,757

Accounts Receivable - Trade 968,090

Due from Aircraft Owners 6,595,506

Total Accts & Notes Receivable 7,563,596

Inventory - Parts 775,123

Total Inventory 775,123

Prepaid Insurance 202,687

Outside Maintenance in Process 15,608

Lease Deposits 237,788

Prepaid Fuel 62,113

Prepaid Expenses 32,885

Deposits 573,588

Total Prepaid Items 1,124,669

Total Current Assets 9,485,145

Property & Equipment

Accumulated Carrying

Cost Depreciation Amount

Buildings 943,617 (54,061) 889,556

Equipment 242,578 (74,991) 167,587

Transportation Equipment 89,333 (27,373) 61,960

Office Furniture & Equipment 16,884 (4,027) 12,857

Tooling 23,208 (5,222) 17,986

Aircraft 12,296,769 (1,623,299) 10,673,470

Leasehold Improvements 20,404 (1,360) 19,044

Total Property & Equipment 13,632,793 (1,790,333) 11,842,460

Other Assets

Unamortized Loan Costs 34,794

License Costs 627,942

Total Other Assets 662,736

Total Assets 21,990,341
Ultimate Jet LLC

and Subsidiaries

Balance Sheet

As of December 31, 2012

See Accompanying Notes And Independent Accountants' Review Report

3

Liabilities

Current Liabilities

Bank Overdraft 8,262

Notes Payable 1,194,710

Current Portion - L T Debt 642,150

Accounts Payable - Trade 2,530,950

Customer Deposits for Fuel 65,685

Unearned Revenue 415,314

City Tax W/H 5,552

Sales Tax Payable (1,703)

Federal Excise Tax 94,029

Accrued Liabilities

Accrued Wages 247,111

Accrued FICA 17,421

Accrued Unemployment 28,646

Accrued Industrial Insurance 38,105

Accrued Expenses 96,210

Accrued Insurance 211,336

Total Accrued Liabilities 638,829

Total Current Liabilities 5,593,778

Long-Term Liabilities

Mortgage Payable - Building 1,292,500

Mortgage Payable - Equipment 6,333,250

Notes Payable - Officers 1,458,398

Notes Payable - Other 916,667

Current Portion - L T Debt (642,150)

Total Long-Term Liabilities 9,358,665

Total Liabilities 14,952,443

Members' Equity

Members' Equity

Member's Equity 7,037,898

Total Members' Equity 7,037,898

Total Liabilities & Equity 21,990,341
Ultimate Jet LLC

and Subsidiaries

Statement of Income

For the Period Ended December 31, 2012

See Accompanying Notes and Independent Accountants' Review Report

4

12 Months Ended

Dec. 31, 2012 Pct

Sales 41,346,372 100.00

Cost of Sales 28,524,745 68.99

Gross Profit 12,821,627 31.01

Selling, General, and Administrative Expenses 9,541,183 23.08

Net Income From Operations 3,280,444 7.93

Other Income 1,480 0.00

Other Expense (572,364) 1.38

Net Income (Loss) 2,709,560 6.55
Ultimate Jet LLC

and Subsidiaries

Statement of Cash Flows

 For the Period Ended December 31, 2012

See Accompanying Notes and Independent Accountants' Review Report

5

Cash Flows From Operating Activities:

Net Income (Loss) 2,709,560

Adjustments to Reconcile Net Income (Loss) to

Net Cash Provided by Operating Activities:

Depreciation 894,415

Amortization 4,119

Losses (Gains) On Sale of Assets 8,781

Changes In Assets & Liabilities:

(Inc) Dec In Accounts Receivable (157,828)

(Inc) Dec In Inventory (157,115)

(Inc) Dec In Prepaid Expenses 462,358

(Inc) Dec In Deposits (423,588)

Inc (Dec) In Bank Overdrafts 8,262

Inc (Dec) In Accounts Payable 487,963

Inc (Dec) In Accrued and Other Liabilities (362,090)

Total Adjustments 765,277

Net Cash Provided by Operating Activities 3,474,837

Cash Flows From Investing Activities:

Proceeds From Sales of Assets 500

Additions To Equipment (6,200)

Additions To Transportation Equipment (20,703)

Additions To Office Furniture & Fixtures (1,779)

Additions To Aircraft (3,867,259)

(Inc) Dec In Other Assets (128,913)

Net Cash Provided by Investing Activities (4,024,354)

Cash Flows From Financing Activities:

Proceeds From Building Mortgages 476,859

Proceeds From Equipment Notes 20,703

Proceeds From Other Loans 1,000,000

Repayment Of Short Term Notes (418,587)

Repayment Of Building Mortgages (50,335)

Repayment Of Equipment Notes (274,345)

Repayment Of Officer Loans (130,781)

Repayment Of Other Notes (83,333)

Net Cash Provided by Financing Activities 540,181

Net Inc (Dec) in Cash and Cash Equivalents (9,336)

Cash & Cash Equivalents - Beg Of Period 31,096

Cash & Cash Equivalents - End Of Period 21,760

Supplemental Information:

Cash Paid For Interest (Net of Refunds) 504,472

Cash Paid (Refunded) For Income Taxes 0
Ultimate Jet LLC and Subsidiaries

Statement of Changes In Members' Equity

For The Year Ended December 31, 2012

Accumulated

Other

Members Comprehensive

Equity Income Total

BAL., December 31, 2011 4,328,338 (34,904) 4,293,434

 Net Income (Loss) for 2012 2,709,560 2,709,560

 Unrealized Gain (Losses)

 from Derivative Instrument 34,904 34,904

BAL., December 31, 2012 7,037,898 0 7,037,898

See Accompanying Notes and Independent Accountant's Review Report

6
ULTIMATE JET LLC AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012

Note 1. Nature of Business and Significant Accounting Policies

Nature of Business

Ultimate Jet LLC and Subsidiaries is a full-service, fixed-base air charter operation located at the AkronCanton Regional Airport in Ohio. The Companies are limited liability companies. The members’ liability is 

limited to their investment.

The Company owns aircraft and has entered into lease arrangements with the owners of various aircraft, 

principally 30 seat Dornier 328 jets, providing charter flight services to a variety of customers. Under the 

terms of the aircraft leases, the owner of the aircraft receives 90% of the revenue and is responsible for 

all of the operating expenses attributable to each charter flight. 

Additionally, the Company sells fuel and provides maintenance services to the leased aircraft from its 

fixed base operation at the Akron-Canton regional airport.

Ultimate Jet LLC and Subsidiaries commenced operations on October, 2010.

The consolidated financial statements of the Company reflect the application of certain policies described 

in this note.

Principles of Consolidation

The consolidated financial statements include the accounts of Ultimate Jet LLC, and its wholly-owned 

subsidiaries Ultimate JetCharters, LLC and Ultimate Real Estate, LLC, (collectively the Company). All 

material intercompany accounts and transactions are eliminated in consolidation. 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 

requires management to make estimates and assumptions that affect certain reported amounts and 

disclosures . Accordingly, actual results could differ from those estimates.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured 

limits. The Company has not experienced any losses in such accounts, and management believes it is 

not exposed to any significant credit risk on cash.

The Company grants credit to customers, substantially all of which are located in the United States of 

America. The Company has a comprehensive credit management program that includes ongoing credit 

evaluation of its customers, generally does not require collateral, and monitors potential credit losses. 

Credit losses have historically been within management’s expectation. 

7
ULTIMATE JET LLC AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012

Note 1. Nature of Business and Significant Accounting Policies (Continued)

Revenue Recognition

Revenue from passenger transportation is recognized when provided. Revenue from sales of fuel and 

maintenance are recognized on a time-and-material basis. Deposits received on flights are recorded as 

unearned revenue and recognized at the time services are provided.

Fair Value of Financial Instruments

The carrying amounts of financial instruments, including cash, accounts receivable, accounts payable, 

accrued liabilities, and short-term borrowings approximates fair value due to the short maturity of these 

instruments. The carrying amount of long-term debt approximates fair value because the interest rates 

fluctuate with market interest.

Cash & Cash Equivalents

For purpose of the statement of cash flows, the Company considers all highly liquid debt instruments 

purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are carried at the original invoice amount less an estimate made for doubtful 

receivables based on a review of all outstanding amounts on a monthly basis. Management determines 

the allowance for doubtful accounts by identifying troubled accounts. At December 31, 2012, 

management had determined that no allowance for doubtful receivables was required. Receivables are 

written off when deemed uncollectible. Recoveries of receivables previously written off are recorded 

when received.

Inventories

Inventories consist of aircraft replacement parts, fuel, and supplies held for resale. Inventories are valued 

at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method.

8
ULTIMATE JET LLC AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012

Note 1. Nature of Business and Significant Accounting Policies (Continued)

Property and Equipment

Property and equipment are recorded at cost. Gains and losses on disposition of property and equipment 

are recognized as a component of current operations. Maintenance and repairs are expensed as 

incurred. Provisions for depreciation are computed principally by using the straight-line method. Useful 

lives of property and equipment are as follows:

Building 40 years

Aircraft 12 years

Equipment and tooling 7-10 years

Furniture and fixtures 7 years

Vehicles 5 years

Leasehold Improvements 20 years

Depreciation expense for the year ended December 31, 2012 was $894,415.

Impairment of Long-Lived Assets

The Company assesses potential impairment to its long-lived assets when events or changes in 

circumstances have made recovery of the assets carrying value unlikely and the carrying amount of the 

assets exceeds the estimated future undiscounted cash flows. If the assessment indicates that the 

carrying amounts may not be recoverable, an impairment loss would reduce the assets carrying amount 

to its estimated fair value based on the present value of the estimated future cash flows. 

Advertising

The Company expenses advertising as incurred. For the year ended December 31, 2012, advertising 

expenses were $275,667.

Presentation of Sales Taxes

The State of Ohio imposes a sales tax on certain of the Company’s sales to nonexempt customers. The 

Company collects that sales tax from customers and remits the entire amount to the State. The 

Company’s accounting policy is to exclude the tax collected and remitted to the State from revenues and 

cost of sales. 

9
ULTIMATE JET LLC AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012

Note 1. Nature of Business and Significant Accounting Policies (Continued)

Intangible Assets

Loan Closing costs of $38,913 are being amortized on the straight-line method over the life of the loans 

ranging from 3-5 years. Accumulat ed amortization at December 31, 2012 related to loan closing costs 

was $4,119.

Amortization expense charged to operations in 2012 was $4,119. The estimated amortization expense 

for each of the next 5 years is as follows:

2013 $9,617

2014 9,617

2015 7,324

2016 5,031

2017 3,205

Income Taxes

The Company has elected to be treated as a Partnership for federal and state income tax purposes. The 

Company’s taxable income or losses, as well as, certain other tax attributes, are passed through directly 

to the Company’s members and are reported in each member’s individual income tax return. 

Consequently, these consolidated financial statements do not include any provision for federal or state 

income tax expense or liability. 

Note 2. Short-Term Borrowings

Short-term notes payable consists of a revolving line of credit of up to $1,750,000. At December 31, 

2012, the balance was $1,194,710. This note is secured by security interest in all assets of the Company 

including but not limited to inventory, accounts receivable, aircraft, and fixed assets. Interest is payable 

monthly at an interest rate per annum equal to the rate being asked on an amount of Eurodollar deposits 

equal to the amount of advances subject to LIBOR Rate election on the first day of a LIBOR Interest 

Period and which has a maturity corresponding to the maturity of the LIBOR Interest Period, as reported 

by Telerate rate reporting system (or any successor) as determined by the Lender by noon on the 

effective date of the LIBOR Interest Period (rounded upwards, if necessary, to the next 1/8th of 1%) (the 

“LIBOR Rate”), plus 350 basis points. The interest rate at December 31, 2012 was 3.75%. Any 

outstanding principal and interest is due at maturity on July 12, 2013.

The Company pays the Lender an unused portion fee in an amount equal to one-quarter of one percent 

(.25%) per annum of the average daily unborrowed principal amount available under the Revolving Loan 

as computed by Lender. The unused portion fee is paid quarterly.

10
ULTIMATE JET LLC AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012

Note 3. Long-Term Debt

Long-term debt consists of the following at December 31, 2012:

Principal Amount

Term Loan, due July 31, 2015 $ 916,667 

Mortgage Loan, due July 31, 2017 1,292,500

Note Payable for 359 SK Jet, due November 20, 2017 2,780,693

Note Payable for 406 Aircraft, due November 30, 2012 3,532,654 

Note Payable for Vehicle, due October 28, 2016 19,903

Note Payable - Officer 1,458,398 

 10,000,815 

Less current portion ( 642,150) 

$9,358,665 

The Term Note is secured by security interest in all assets of the Company including but not limited to 

inventory, accounts receivable, aircraft, and fixed assets. Interest is payable monthly at an interest rate 

per annum equal to the rate being asked on an amount of Eurodollar deposits equal to the amount of 

advances subject to LIBOR Rate election on the first day of a LIBOR Interest Period and which has a 

maturity corresponding to the maturity of the LIBOR Interest Period, as reported by Telerate rate reporting 

system (or any successor) as determined by the Lender by noon on the effective date of the LIBOR 

Interest Period (rounded upwards, if necessary, to the next 1/8th of 1%) (the “LIBOR Rate”), plus 400 

basis points. The interest rate at December 31, 2012 was 4.25%. Fixed principal installments of 

$16,667.67 are due monthly with any outstanding principal and interest due at maturity on July 31, 2015.

The mortgage loan is secured by security interest in real estate owned by the Company. Interest is 

payable monthly at an interest rate per annum equal to the rate being asked on an amount of Eurodollar 

deposits equal to the amount of advances subject to LIBOR Rate election on the first day of a LIBOR 

Interest Period and which has a maturity corresponding to the maturity of the LIBOR Interest Period, as 

reported by Telerate rate reporting system (or any successor) as determined by the Lender by noon on 

the effective date of the LIBOR Interest Period (rounded upwards, if necessary, to the next 1/8th of 1%) 

(the “LIBOR Rate”), plus 350 basis points. The interest rate at December 31, 2012 was 3.75%. Fixed 

principal installments of $5,500 are due monthly with any outstanding principal and interest due at 

maturity on July 31, 2017.

11
ULTIMATE JET LLC AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012

Note 3. Long-Term Debt (Continued)

The Company has two notes payable, which are collateralized by aircraft. The first bears interest at the 

4.69%. Payments are $30,250 including principal and interest until October 20, 2017 when the remaining 

balance is payable in full. The second bears interest at 7.44%. Payments are $32,000 per month and 

was due November 30, 2012. The Lender has not called the loan and the Company continues to pay 

$32,000 per month as it negotiates loans with other banks. The Company considers this loan as longterm since it is probable that the loan will be refinanced with another Lender. The loan is being reported 

under similar conditions currently being negotiated.

The note payable for vehicle is secured by a 2013 Dodge Caravan. Installments of $466.14 including 

interest of 3.858% are due monthly to October 28, 2016. 

The amount of interest cost incurred for the period ended December 31, 2012 was $504,472, all of which 

was charged to operations.

Maturities of long-term debt for the years succeeding December 31, 2012, are as follows:

2013 $ 642,150

2014 653,355

2015 992,412

2016 498,572

2017 5,755,929

Note 4 – Lease Obligations

Operating Leases

The Company conducts its operations from facilities that are leased under a five-year noncancelable operating lease 

expiring in July 2013. There is an option to renew the lease for two successive additional periods of five years each at 

an increased monthly rental.

In addition, the Company leases aircraft under operating leases expiring in various years through 

December 31, 2013. Certain of these leases contain options to renew the lease for successive one year 

terms.

The Company may also rent property, equipment, and transportation equipment on an as needed basis.

12
ULTIMATE JET LLC AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012

Note 4 – Lease Obligations (Continued)

Minimum future rental payments under the con-cancelable operating lease having a remaining term in 

excess of one year as of December 31, 2012 for each of the next five years and in the aggregate are:

 Year Amount

 2013 $ 1,240,481

 2014 0

 2015 0

 2016 0

 2017 0

Subsequent to Year 2017 0

Total Minimum Future Rental Payments $ 1,240,481

Total rent expense under operating leases for 2012 was $816,041.

Note 5. Related Party Transactions

The Company leases two aircraft from an entity which is owned by an individual who is also a member of 

the Company. The terms of the leases are comparable to the Company’s other aircraft leases and are 

described in Note 5. As of December 31, 2012, the Company was owed $2,789,312 , by this lessor. 

The Company also had a balance due an individual who is a member of the Company for advances made 

to the company. The advances are unsecured. The balance owed to the individual as of December 31, 

2012 was $1,458,398.

Note 6 - Commitments and Contingencies

The Company had at December 31, 2012, no important unfilled contracts for the purchase of material, 

merchandise, or equipment in excess of normal requirements or at prices substantially in excess of 

market at that date; or for the performance of services at prices that are expected to result in a loss upon 

completion.

The Company has adopted the guidance for uncertainty in income taxes in FASB ASC 740-10-65-1. The 

Company will record a liability for uncertain tax positions when it is probable that a loss has been incurred 

and the amount can be reasonably estimated. The Company continually evaluates expiring statutes of 

limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. 

The Company’s evaluation on December 31, 2012 revealed no tax positions that would have a material 

impact on the financial statements. The 2010 and 2011 tax years remain subject to examination by the 

IRS. In addition, the tax years 2010 and 2011 remain subject to examination by certain states. The 

Company does not believe that any reasonably possible changes will occur within the next twelve months 

that will have a material impact on the financial statements.

13
ULTIMATE JET LLC AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012

Note 6 - Commitments and Contingencies (Continued)

Government Regulation Substantially all of the Company’s facilities are subject to federal, state, and local 

provisions regulating the discharge of materials into the environment. Compliance with these provisions 

has not had, nor does the Company expect such compliance to have, any material effect upon the capital 

expenditures, net income, financial condition or competitive position of the Company. Management 

believes that its current practices and procedures for the control and disposition of such waste comply 

with applicable federal and state requirements.

Note 7 – Subsequent Events

The Company has evaluated subsequent events through March 18, 2013, the date which the financial 

statements were available to be issued. No events have occurred which would have a material effect on 

the financial statements of the Company as of that date except as disclosed below.

In February 2013, the Company purchased an aircraft that it previously had a lease arrangement with the 

aircraft owners. The company financed the aircraft purchase and was able to relieve the account 

receivable from the aircraft owners of $1,784,878. 

14
Ultimate Jet LLC

and Subsidiaries

Supporting Schedules

For the Period Ended December 31, 2012 

See Independent Accountants' Review Report

S - 1

12 Months Ended

Dec. 31, 2012 Pct

Sales

Sales - Charter Services & Fuel 41,346,372 100.00

Total Sales 41,346,372 100.00

Cost of Sales

Cost of Sales - Charter Services & Fuel 28,524,745 68.99

Total Cost of Sales 28,524,745 68.99
Ultimate Jet LLC

and Subsidiaries

Supporting Schedules

For the Period Ended December 31, 2012 

See Independent Accountants' Review Report

S - 2

12 Months Ended

Dec. 31, 2012 Pct

Selling, General, and Administrative Expenses

Salaries & Wages 6,307,135 15.25

FICA 397,581 0.96

Unemployment 95,597 0.23

Industrial Insurance 67,511 0.16

Employee Insurance & Benefits 279,701 0.68

Shop Supplies 11,135 0.03

Small Tools 2,636 0.01

Flowage Fees 40,337 0.10

Repairs & Maintenance 58,073 0.14

Depreciation - Building & Equipment 894,415 2.16

Insurance 92,289 0.22

Electric 21,151 0.05

Laundry & Uniforms 6,650 0.02

Equipment Rental 84,569 0.20

Freight 73,865 0.18

Building Rent 30,382 0.07

Real Estate Tax 22,575 0.05

Heat 8,950 0.02

Other Utilities 2,427 0.01

Licenses, Permits & Fees 14,110 0.03

Advertising 275,667 0.67

Membership Dues & Publications 40,416 0.10

Travel Expense 58,340 0.14

Training Expense 163,315 0.39

Meals & Entertainment 15,529 0.04

Telephone 44,738 0.11

Office Supplies 36,122 0.09

Legal 55,934 0.14

Professional Fees 42,895 0.10

Bank Fees 88,566 0.21

Consulting Fees 79,000 0.19

Computer Expense 65,857 0.16

Television & Internet 8,237 0.02

Taxes - Other 52,778 0.13

Miscellaneous Expense 2,700 0.01

Total Selling, General, and Admin. Expenses 9,541,183 23.08
Ultimate Jet LLC

and Subsidiaries

Supporting Schedules

For the Period Ended December 31, 2012 

See Independent Accountants' Review Report

S - 3

12 Months Ended

Dec. 31, 2012 Pct

Other Income

Discounts Earned 563 0.00

Interest Income 917 0.00

Total Other Income 1,480 0.00

Other Expense

Interest Expense 504,472 1.22

Loss On Sales Of PP & E 8,781 0.02

Amortization Expense 4,119 0.01

Finance Charges 69,233 0.17

Nondeductible Fines/Penalties (14,241) (0.03)

Total Other Expense 572,364 1.38
Ultimate Jet LLC

Balance Sheet

As of December 31, 2012

A S S E T S

Ultimate Ultimate Consolidated

Ultimate JetCharters Real Estate Total

Jet LLC LLC LLC Eliminations 12/31/2012

CURRENT ASSETS

 Cash & Cash Equivalents - 21,757 - - 21,757

 Accounts Receivable - Trade - 968,090 - - 968,090

 Accounts Receivable - Affiliate - - 365,095 (365,095) -

 Due from Aircraft Owners - 6,595,506 - - 6,595,506

 Total Accts & Notes Receivable - 7,563,596 365,095 (365,095) 7,563,596

 Inventory - Parts - 775,123 - - 775,123

 Total Inventory - 775,123 - - 775,123

 Prepaid Insurance - 202,687 - - 202,687

 Outside Maintenance in Process - 15,608 - - 15,608

 Lease Deposits - 237,788 - - 237,788

 Prepaid Fuel - 62,113 - - 62,113

 Prepaid Expenses - 32,885 - - 32,885

 Deposits - 573,588 - - 573,588

 Total Prepaid Items - 1,124,669 - - 1,124,669

 TOTAL CURRENT ASSETS - 9,485,145 365,095 (365,095) 9,485,145

INVESTMENTS

 Investment in Ultimate JetCharters LLC 47,168 - - (47,168) -

 Investment in Ultimate Real Estate LLC 4,281,170 - - (4,281,170) -

4,328,338 - - (4,328,338) -

PROPERTY & EQUIPMENT

 Buildings - - 943,617 - 943,617

 Equipment - 242,578 - - 242,578

 Transportation Equipment - 89,333 - - 89,333

 Office Furniture & Equipment - 16,884 - - 16,884

 Tooling - 23,208 - - 23,208

 Aircraft - 12,296,769 - - 12,296,769

 Leasehold Improvements - 20,404 - - 20,404

 Total Property & Equipment Costs - 12,689,176 943,617 - 13,632,793

 Less Accumulated Depreciation - (1,736,272) (54,061) - (1,790,333)

 Total Property & Equipment - 10,952,904 889,556 - 11,842,460

OTHER ASSETS

 Unamortized Loan Costs - 18,453 16,341 - 34,794

 License Costs - 627,942 - - 627,942

 Total Other Assets - 646,395 16,341 - 662,736

TOTAL ASSETS 4,328,338 21,084,444 1,270,992 (4,693,433) 21,990,341

See Independent Accountant's Review Report
Ultimate Jet LLC

Balance Sheet

As of December 31, 2012

Ultimate Ultimate Consolidated

Ultimate JetCharters Real Estate Total

Jet LLC LLC LLC Eliminations 12/31/2012

CURRENT LIABILITIES

 Bank Overdraft - 8,262 - - 8,262

 Notes Payable - 1,194,710 - - 1,194,710

 Current Portion - LT Debt - 576,150 66,000 - 642,150

 Accounts Payable - Trade - 2,530,950 - - 2,530,950

 Accounts Payable - Affiliate - 365,095 - (365,095) -

 Customer Deposits for Fuel - 65,685 - - 65,685

 Unearned Revenue - 415,314 - - 415,314

 City Tax W/H - 5,552 - - 5,552

 School District Tax W/H - - - - -

 Sales Tax Payable - (1,703) - - (1,703)

 Federal Excise Tax - 94,029 - - 94,029

 Interest-Rate Swap Derivative - - - -

 Accrued Wages - 247,111 - - 247,111

 Accrued FICA - 17,421 - - 17,421

 Accrued Unemployment - 28,646 - - 28,646

 Accrued Industrial Insurance - 38,105 - - 38,105

 Accrued Expenses - 96,210 - - 96,210

 Accrued Insurance - 211,336 - - 211,336

 Accrued Interest - - - - -

 Total Current Liabilities - 5,892,873 66,000 (365,095) 5,593,778

LONG-TERM DEBT

 Mortgage Payable - Real Estate - - 1,292,500 - 1,292,500

 Mortgage Payable - Equipment - 6,333,250 - - 6,333,250

 Advances - Owner - 1,458,398 - - 1,458,398

 Notes Payable - Other - 916,667 - - 916,667

 Current Portion L T Debt - (576,150) (66,000) - (642,150)

 TOTAL LONG TERM DEBT - 8,132,165 1,226,500 - 9,358,665

 TOTAL LIABILITIES - 14,025,038 1,292,500 (365,095) 14,952,443

MEMEBERS' EQUITY

 Members' Equity 4,328,338 7,059,406 (21,508) (4,328,338) 7,037,898

 Accumulated Other Comprehensive Income - - - - -

 TOTAL MEMBERS’ EQUITY 4,328,338 7,059,406 (21,508) (4,328,338) 7,037,898

TOTAL LIABILITIES & EQUITY 4,328,338 21,084,444 1,270,992 (4,693,433) 21,990,341

See Independent Accountant's Review Report
Ultimate Jet LLC

Statement of Income

For the Period Ended December 31, 2012

Ultimate Ultimate Consolidated

Ultimate JetCharters Real Estate Total

Jet LLC LLC LLC Eliminations 12/31/2012

Sales - 41,346,372 139,349 (139,349) 41,346,372

Cost of Sales - 28,524,745 - - 28,524,745

 -

 Gross Profit - 12,821,627 139,349 (139,349) 12,821,627

Selling, General, and Admin. Exp - 9,528,069 152,463 (139,349) 9,541,183

 -

 Net Income From Operations - 3,293,558 (13,114) - 3,280,444

Other Income - 1,480 - - 1,480

Other Expense - (516,802) (55,562) - (572,364)

 Net Income Before Taxes - 2,778,236 (68,676) - 2,709,560

Provision For Income Taxes - - - - -

 Net Income (Loss) - 2,778,236 (68,676) - 2,709,560

See Independent Accountant's Review Report 
Ultimate Jet LLC

Supporting Schedules

For the Period Ended December 31, 2012

Ultimate Ultimate Consolidated

Ultimate JetCharters Real Estate Total

Jet LLC LLC LLC Eliminations 12/31/2012

Sales

 Sales - Charter Services & Fuel - 41,346,372 - 41,346,372

 Rental Income - - 139,349 (139,349) -

 Total Sales - 41,346,372 139,349 (139,349) 41,346,372

Cost of Sales

 Cost of Sales - Charter Services & Fuel - 28,524,745 - 28,524,745

 Total Cost of Sales - 28,524,745 - - 28,524,745

Selling, General, and Administrative Expenses

 Salaries & Wages - 6,307,135 - - 6,307,135

 FICA - 397,581 - - 397,581

 Unemployment - 95,597 - - 95,597

 Industrial Insurance - 67,511 - - 67,511

 Employee Insurance & Benefits - 279,701 - - 279,701

 Shop Supplies - 11,135 - - 11,135

 Small Tools - 2,636 - - 2,636

 Flowage Fees - 40,337 - - 40,337

 Repairs & Maintenance - 58,073 - - 58,073

 Depreciation - Buildings & Equipment - 870,825 23,590 - 894,415

 Insurance - 92,289 - - 92,289

 Electric - 21,151 - - 21,151

 Laundry & Uniforms - 6,650 - - 6,650

 Equipment Rental - 84,569 - - 84,569

 Freight - 73,865 - - 73,865

 Land & Building Rent - 140,426 29,305 (139,349) 30,382

 Real Estate Tax - 22,575 - - 22,575

 Heat - 8,950 - - 8,950

 Other Utilities - 2,427 - - 2,427

 Licenses, Permits & Fees - 14,110 - - 14,110

 Advertising - 275,667 - - 275,667

 Membership Dues & Publications - 40,416 - - 40,416

 Travel Expense - 58,340 - - 58,340

 Training Expense - 163,315 - - 163,315

 Meals & Entertainment - 15,529 - - 15,529

 Telephone - 44,738 - - 44,738

 Office Supplies - 36,122 - - 36,122

 Legal - 55,934 - - 55,934

 Professional Fees - 42,895 - - 42,895

 Bank Fees - 67,998 20,568 - 88,566

 Consulting Fees - - 79,000 79,000

 Computer Expense - 65,857 - - 65,857

 Television & Internet - 8,237 - - 8,237

 Taxes - Other - 52,778 - - 52,778

 Miscellaneous Expense - 2,700 - - 2,700

 Total Selling, General, and 

 Administrative Expenses - 9,528,069 152,463 (139,349) 9,541,183

See Independent Accountant's Review Report 
Ultimate Jet LLC

Supporting Schedules

For the Period Ended December 31, 2012

Ultimate Ultimate Consolidated

Ultimate JetCharters Real Estate Total

Jet LLC LLC LLC Eliminations 12/31/2012

Other Income

 Discount Earned - 563 - - 563

 Interest Income - 917 - - 917

 Total Other Income - 1,480 - - 1,480

Other Expense

 Interest Expense - 450,726 53,746 - 504,472

 Loss on Sale of PP&E - 8,781 - - 8,781

 Amortization Expense - 2,303 1,816 - 4,119

 Finance Charges - 69,233 - - 69,233

 Nondeductible Fines/Penalties - (14,241) - - (14,241)

 Total Other Expense - 516,802 55,562 - 572,364

See Independent Accountant's Review Report 
Ultimate Jet LLC

Balance Sheet as of

3/31/2013

Unaudited

Assets

Cash - $ 

Accounts Recievable - $ 

Notes Recievable - Shareholder - $ 

Interest Recievable - Shareholder - $ 

Investment in Ultimate JETCHARTERS LLC 47,168.00 $ 

Investment in Ultimate Real Estate LLC 4,281,170.00 $ 

Total Assets 4,328,338.00 $ 

Liabilities & Owners Equity

Accounts Payable - $ 

Notes Payable - $ 

Members Equity 4,328,338.00 $ 

Retained Earnings - $ 

Current Year Profit/Loss - $ 

Total Liabilities & Equity 4,328,338.00 $ 

checksum $ -
Ultimate Jet LLC

Profit and Loss Statement for the Period

01/1/2013 to 03/31/2013

Income

Revenue - $ 

Expense

Cost of Operations - $ 

Gross Profit - $ 

SG&A Expenses - $ 

EBITDA - $ 

Interest Income

Interest Expense - $ 

Depreciation - $ 

Net Income (Loss) - $ 
1

- Ultimate JETCHARTER LLC, an Ohio Limited Liability Company: a full-service, air charter 

and fixed base operator located at the AkronCanton Regional Airport in Ohio. 

- Ultimate Real Estate LLC, an Ohio Limited Liability Company: an owner/lessor of real 

property. 

The financial results of these subsidiaries have not been consolidated in UJ’s March 31, 2013 

interim financial statements. 

The Company is a limited liability company. The members' liability is limited to their investment. 

The Company headquarters is located in North Canton, Ohio at the Akron-Canton Regional 

Airport. 

Use of Estimates 

Management uses estimates and assumptions in preparing financial statements. Those 

estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure 

of contingent assets and liabilities, and reported revenues and expenses. 

Trade Receivables 

The Company has no trade receivables. 

Prepaid Expenses 

The Company has no prepaid expenses. 

Investments 

Investments are at stated cost plus earnings reinvested. The value does not reflect current 

market value of unrealized gains or losses. On March 31, 2013, UJ held 100% equity interests 

in the following entities: 

 Amount Invested 

Ultimate JETCHARTER LLC $4,281,170 

Ultimate Real Estate LLC $ 47,168 
2

Accounts Payable 

 UJ has no accounts payable. 

Short Term Liabilities 

UJ has no short term liabilities. 

Long Term Liabilities 

The Company has no long term liabilities. 

Income Taxes 

The Company has elected to be treated as a Partnership for federal and state income tax 

purposes. UJ's taxable income or losses, as well as, certain other tax attributes, are passed 

through directly to the Company's members and are reported in each member's individual 

income tax return. Consequently, these consolidated financial statements do not include any 

provision for federal or state income tax expense or liability. 

NOTE B - COMMITMENTS AND CONTINGENCIES 

The Company had at March 31, 2013, no important unfilled contracts for the purchase of 

material, merchandise, or equipment in excess of normal requirements or at prices substantially 

in excess of market at that date; or for the performance of services at prices that are expected 

to result in a loss upon completion. 

The Company has adopted the guidance for uncertainty in income taxes in FASB ASC 740-10-

65-1. The Company will record a liability for uncertain tax positions when it is probable that a 

loss has been incurred and the amount can be reasonably estimated. The Company continually 

evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and 

new authoritative rulings. 

The Company's evaluation on March 31, 2013 revealed no tax positions that would have a 

material impact on the financial statements. The 2010, 2011, and 2012 tax years remain subject 

to examination by the IRS. In addition, the tax years 2010, 2011, and 2012 remain subject to 

examination by certain states. The Company does not believe that any reasonably possible 

changes will occur within the next six months that will have a material impact on the financial 

statements. 
3




ULTIMATE JETCHARTERS LLC 

NOTES TO INTERIM FINANCIAL STATEMENTS 

3 Months Beginning January 1, 2013 and Ending March 31, 2013 

1

Note 1. Nature of Business and Significant Accounting Policies 

Nature of Business 

Ultimate JETCHARTERS LLC (the “Company”) is a Part 135 Air Taxi operator located at the 

Akron Canton Regional Airport in Ohio. In addition to aircraft charter services, the Company 

sells fuel and provides maintenance services from its fixed base operation at the Akron-Canton 

regional airport. 

The Company is an Ohio limited liability company. The members' liability is limited to their 

investment. 

The Company was formed as an Ohio “C” corporation in 2003. Shortly after it was formed, it 

acquired the Air Taxi, fueling, and aircraft maintenance business assets of Gordon Air 

Management, Inc., an Ohio corporation. The Company conducted those operations from 2003 

until 2007, when it sold its operating assets to Ultimate Jet Charter Acquisitions, Inc., a 

Delaware corporation. In September 2010, the Company was acquired by Ultimate Jet LLC and 

continued its Air Taxi, fueling, and aircraft maintenance operations. Concurrent with the 

acquisition by Ultimate Jet LLC, the Company filed a Certificate of Conversion with the Ohio 

Secretary of State changing its entity type from a corporation to a Limited Liability Company. 

The Company owns aircraft and has entered into lease arrangements with the owners of various 

30 seat Dornier 328 jets, providing charter flight services to a variety of customers. There are 

two types of aircraft leases. Under the first type is a “dry lease” under which the Company makes 

a fixed monthly payment to the owner to use the aircraft and the Company is responsible for all 

costs of operations and maintenance. Under the terms of the second type of aircraft lease, the 

owner of the aircraft receives 90% of the revenue and is responsible for all of the aircraft’s 

ownership, maintenance, and operating expenses. 

The complied financial statements of the Company reflect the application of certain policies 

described in this note. 

Use of Estimates 

The preparation of financial statements in conformity with generally accepted accounting 

principles requires management to make estimates and assumptions that affect certain reported 

amounts and disclosures. Accordingly, actual results could differ from those estimates. 

Concentration of Credit Risk 

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally 

insured limits. The Company has not experienced any losses in such accounts, and management 

believes it is not exposed to any significant credit risk on cash. 
ULTIMATE JETCHARTERS LLC 

NOTES TO INTERIM FINANCIAL STATEMENTS 

3 Months Beginning January 1, 2013 and Ending March 31, 2013 

2

Note 1. Nature of Business and Significant Accounting Policies (Continued) 

The Company grants credit to customers, substantially all of which are located in the United 

States of America. The Company has a comprehensive credit management program that includes 

ongoing credit evaluation of its customers, generally does not require collateral, and monitors 

potential credit losses. Credit losses have historically been within management’s expectation. 

Revenue Recognition 

Revenue from passenger transportation is recognized when provided. Revenue from sales of fuel 

and maintenance are recognized on a time-and-material basis. Deposits received on flights are 

recorded as unearned revenue and recognized at the time services are provided. 

Deposits received from customers for flights that will take place in the future are recorded in 

account 2330-00-00 Unearned Revenue on the balance sheet. The amounts in accounts 

receivable include any amounts in the Company’s USDOT public charter escrow account. These 

deposits are recognized as sales income at the time services are provided. If services are not 

provided to the customer by the Company, the deposit is generally returned to the customer. The 

Company may retain a percentage of the deposit as cancellation fee if the customer cancels the 

trip or is otherwise responsible for the trip not taking place. The Company always adheres to 

USDOT requirements when making refunds to public charter passengers. 

At March 31, 2013, the Company’s Unearned Revenue account had $119,664 of customer 

deposits for trips scheduled to take place in the future. 

Fair Value of Financial Instruments 

The carrying amounts of financial instruments, including cash, accounts receivable, accounts 

payable, accrued liabilities, and short-term borrowings approximates fair value due to the short 

maturity of these instruments. The carrying amount of long-term debt approximates fair value 

because the interest rates fluctuate with market interest. 

Cash & Cash Equivalents 

For purpose of the statement of cash flows, the Company considers all highly liquid debt 

instruments purchased with a maturity of three months or less to be cash equivalents. 

Accounts Receivable 

Accounts receivable are carried at the original invoice amount less an estimate made for doubtful 

receivables based on a review of all outstanding amounts on a monthly basis. Management 

determines the allowance for doubtful accounts by identifying troubled accounts. At March 31, 

2013, management had determined that no allowance for doubtful receivables was required. 

Receivables are written off when deemed uncollectible. Recoveries of receivables previously 

written off are recorded when received. 
ULTIMATE JETCHARTERS LLC 

NOTES TO INTERIM FINANCIAL STATEMENTS 

3 Months Beginning January 1, 2013 and Ending March 31, 2013 

3

Note 1. Nature of Business and Significant Accounting Policies (Continued) 

Inventories 

Inventories consist of aircraft replacement parts, fuel, and supplies held for resale. Inventories 

are valued at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) 

method. 

Property and Equipment 

Property and equipment are recorded at cost. Gains and losses on disposition of property and 

equipment are recognized as a component of current operations. Maintenance and repairs are 

expensed as incurred. Provisions for depreciation are computed principally by using the straightline method. Useful lives of property and equipment are as follows: 

Building 40 years 

Aircraft 12 years 

Equipment and tooling 7-10 years 

Furniture and fixtures 7 years 

Vehicles 5 years 

Leasehold Improvements 20 years 

Depreciation expense for the 11 month period beginning January 1 2013 and ending March 31, 

2013 was $287,304 

The Company records all depreciation at year end. Therefore, the interim financial statements 

dated March 31, 2013 do not reflect the accumulated depreciation. Adjusting for depreciation, 

the net profit before amortization and taxes at March 31, 2013 is $1,048,875.

Impairment of Long-Lived Assets 

The Company assesses potential impairment to its long-lived assets when events or changes in 

circumstances have made recovery of the assets carrying value unlikely and the carrying amount 

of the assets exceeds the estimated future undiscounted cash flows. If the assessment indicates 

that the carrying amounts may not be recoverable, an impairment loss would reduce the assets 

carrying amount to its estimated fair value based on the present value of the estimated future 

cash flows. 

Advertising 

The Company expenses advertising as incurred. For the calendar quarter ended March 31, 2013, 

advertising expenses were $37,858. 
ULTIMATE JETCHARTERS LLC 

NOTES TO INTERIM FINANCIAL STATEMENTS 

3 Months Beginning January 1, 2013 and Ending March 31, 2013 

4

Note 1. Nature of Business and Significant Accounting Policies (Continued) 

Presentation of Sales Taxes 

The State of Ohio imposes a sales tax on certain of the Company’s sales to nonexempt 

customers. The Company collects that sales tax from customers and remits the entire amount to 

the State. The Company’s accounting policy is to exclude the tax collected and remitted to the 

State from revenues and cost of sales. 

Intangible Assets 

Loan Closing costs of $38,913 are being amortized on the straight-line method over the life of 

the loans ranging from 3-5 years. Accumulated amortization at January 1, 2013 related to loan 

closing costs was $4,119. 

Amortization expense for the period January 1, 2013 to March 31, 2013 was $2,404. 

The Company records all amortization at year end. Therefore, the interim financial statements 

dated March 31, 2013 do not reflect the accumulated depreciation. Adjusting for amortization 

and depreciation, the net profit at March 31, 2013 is $1,046,471.

The estimated amortization expense for the remainder of 2013 and each of the next 4 years is as 

follows: 

 

2013 $9,617 

2014 $9,617 

2015 $7,324 

2016 $5,031 

2017 $3,205 

Income Taxes 

The Company has elected to be treated as a Partnership for federal and state income tax 

purposes. The Company’s taxable income or losses, as well as, certain other tax attributes, are 

passed through directly to the Company’s members and are reported in each member’s 

individual income tax return. Consequently, these consolidated financial statements do not 

include any provision for federal or state income tax expense or liability. 

Note 2. Short-Term Borrowings 

Short-term notes payable consists of a revolving line of credit of up to $1,750,000. At March 

31, 2013, the balance was $928,304. This note is secured by security interest in all assets of the 

Company including but not limited to inventory, accounts receivable, aircraft, and fixed assets. 
ULTIMATE JETCHARTERS LLC 

NOTES TO INTERIM FINANCIAL STATEMENTS 

3 Months Beginning January 1, 2013 and Ending March 31, 2013 

5

Note 2. Short-Term Borrowings (continued)

Interest is payable monthly at an interest rate per annum equal to the rate being asked on an 

amount of Eurodollar deposits equal to the amount of advances subject to LIBOR Rate election 

on the first day of a LIBOR Interest Period and which has a maturity corresponding to the 

maturity of the LIBOR Interest Period, as reported by Telerate rate reporting system (or any 

successor) as determined by the Lender by noon on the effective date of the LIBOR Interest 

Period (rounded upwards, if necessary, to the next 1/8

th 

of 1%) (the “LIBOR Rate”), plus 350 

basis points. The interest rate at March 31, 2013 was 4.26%. Any outstanding principal and 

interest is due at maturity on July 12, 2013. 

The Company pays the Lender an unused portion fee in an amount equal to one-quarter of one 

percent (.25%) per annum of the average daily un-borrowed principal amount available under the 

Revolving Loan as computed by Lender. The unused portion fee is paid quarterly. 

Note 3. Long-Term Debt

Long-term debt consists of the following at March 31, 2013: 

 Principal Amount 

Term Loan, due July 31, 2015 $ 866,667 

Note Payable for 359 SK Jet, due November 20, 2017 $2,722,319 

Note Payable for 406 Aircraft, due November 30, 2012 $3,508,654 

Note Payable for 411FJ $2,676,848 

Note Payable for Vehicle, due October 28, 2016 $18,709 

Note Payable – Ultimate Real Estate LLC $309,095 

Note Payable -Officer $1,458,398 

Total: $11,560,690 

The Term Note is secured by security interest in all assets of the Company including but not 

limited to inventory, accounts receivable, aircraft, and fixed assets. Interest is payable monthly at 

an interest rate per annum equal to the rate being asked on an amount of Eurodollar deposits 

equal to the amount of advances subject to LIBOR Rate election on the first day of a LIBOR 

Interest Period and which has a maturity corresponding to the maturity of the LIBOR Interest 

Period, as reported by Telerate rate reporting system (or any successor) as determined by the 

Lender by noon on the effective date of the LIBOR Interest Period (rounded upwards, if 

necessary, to the next 1/8th of 1%) (the “LIBOR Rate”), plus 400 basis points. The interest rate 

at March 31, 2013 was 4.76%. Fixed principal installments of $16,667.67 are due monthly with 

any outstanding principal and interest due at maturity on July 31, 2015. 
ULTIMATE JETCHARTERS LLC 

NOTES TO INTERIM FINANCIAL STATEMENTS 

3 Months Beginning January 1, 2013 and Ending March 31, 2013 

6

Note 3. Long-Term Debt (Continued) 

The mortgage loan is secured by security interest in real estate owned by the Company. Interest 

is payable monthly at an interest rate per annum equal to the rate being asked on an amount of 

Eurodollar deposits equal to the amount of advances subject to LIBOR Rate election on the first 

day of a LIBOR Interest Period and which has a maturity corresponding to the maturity of the 

LIBOR Interest Period, as reported by Telerate rate reporting system (or any successor) as 

determined by the Lender by noon on the effective date of the LIBOR Interest Period (rounded 

upwards, if necessary, to the next 1/8

th 

of 1%) (the “LIBOR Rate”), plus 350 basis points. The 

interest rate at March 31, 2013 was 4.26%. Fixed principal installments of $5,500 are due 

monthly with any outstanding principal and interest due at maturity on July 31, 2017. 

The Company has three notes payable collateralized by aircraft. The first bears interest at the 

4.69%. Payments are $30,250 including principal and interest until October 20, 2017 when the 

remaining balance is payable in full. The second bears interest at 7.44%. Payments are $32,000 

per month and was due November 30, 2012. The Lender has not called the loan and the 

Company continues to pay $32,000 per month as it negotiates loans with other banks. The 

Company considers this loan as long-term since it is probable that the loan will be refinanced 

with another Lender. The loan is being reported under similar conditions currently being 

negotiated. In February 2013, the Company purchased an aircraft (N411FJ) that it previously had 

a lease arrangement with the aircraft owners. The company financed the aircraft purchase and 

was able to relieve the account receivable from the aircraft owners of $1,784,878. 

The note payable for vehicle is secured by a 2013 Dodge Caravan. Installments of $466.14 

including interest of 3.858% are due monthly to October 28, 2016. 

The amount of interest cost incurred for the period ended March 31, 2013 was $134,407, all of 

which was charged to operations. 

Maturities of long-term debt for 2013 and succeeding years are as follows: 

2013 $ 642,150 

2014 $653,355 

2015 $992,412 

2016 $498,572 

2017 $5,755,929 

Note 4. Lease Obligations 

Operating Leases 

The Company conducts its operations from facilities that are leased under a five-year noncancelable operating lease expiring in July 2013. There is an option to renew the lease for two 

successive additional periods of five years each at an increased monthly rental. 
ULTIMATE JETCHARTERS LLC 

NOTES TO INTERIM FINANCIAL STATEMENTS 

3 Months Beginning January 1, 2013 and Ending March 31, 2013 

7

Note 4 – Lease Obligations (Continued) 

In addition, the Company leases aircraft under operating leases expiring in various years through 

December 31, 2013. Certain of these leases contain options to renew the lease for successive one 

year terms. 

The Company may also rent property, equipment, and transportation equipment on an as needed 

basis. 

Minimum future rental payments under the con-cancelable operating lease having a remaining 

term in excess of one year as of January 1, 2013 for each of the next three years and in the 

aggregate are: 

Year Amount 

2013 $ 1,240,481 

2014 0 

2015 0 

Subsequent to Year 2015 0 

Total Minimum Future Rental Payments: $ 1,240,481 

Total rent expense under operating leases for the period January 1, 2013 to March 31, 2013 was 

$211,894. 

Note 5. Related Party Transactions 

The Company leases two aircraft from an entity which is owned by an individual who is also a 

member of the Company. The terms of the leases are comparable to the Company’s other aircraft 

leases and are described in Note 5. 

The Company also had a balance due an individual who is a member of the Company for 

advances made to the company. The advances are unsecured. The balance owed to the individual 

as of March 31, 2013 was $1,423,028. 

Note 6 -Commitments and Contingencies 

The Company had at March 31, 2013, no important unfilled contracts for the purchase of 

material, merchandise, or equipment in excess of normal requirements or at prices substantially 

in excess of market at that date; or for the performance of services at prices that are expected to 

result in a loss upon completion. 

The Company has adopted the guidance for uncertainty in income taxes in FASB ASC 740-10-

65-1. The Company will record a liability for uncertain tax positions when it is probable that a 

loss has been incurred and the amount can be reasonably estimated. The Company continually 

evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and 

new authoritative rulings. 
ULTIMATE JETCHARTERS LLC 

NOTES TO INTERIM FINANCIAL STATEMENTS 

3 Months Beginning January 1, 2013 and Ending March 31, 2013 

8

Note 6 -Commitments and Contingencies (Continued) 

The Company’s evaluation on March 31, 2013 revealed no tax positions that would have a 

material impact on the financial statements. The 2010, 2011, and 2012 tax years remain subject 

to examination by the IRS. In addition, the tax years 2010, 2011, and 2012 remain subject to 

examination by certain states. The Company does not believe that any reasonably possible 

changes will occur within the next twelve months that will have a material impact on the 

financial statements. 

Note 7 - Government Regulation 

Substantially all of the Company’s facilities are subject to federal, state, and local provisions 

regulating the discharge of materials into the environment. Compliance with these provisions 

has not had, nor does the Company expect such compliance to have, any material effect upon the 

capital expenditures, net income, financial condition or competitive position of the Company. 

Management believes that its current practices and procedures for the control and disposition of 

such waste comply with applicable federal and state requirements. 

Note 8 – Subsequent Events 

The Company has evaluated subsequent events through April 22, 2013, the date which the 

financial statements were available to be issued. No events have occurred which would have a 

material effect on the financial statements of the Company as of that date.