Vanessa R. Balgobin Sr. Transportation IndustryAnalyst Air Carrier Fitness Division Office ofAviation Analysis US Department ofTransportation 1200 NewJersey Avenue SE Washington DC 20590 Further to our recent phone conversation the following is our response to the information request re Aviation Partners of Boynton Beach LLC d/b/a Hummingbird Air's application for commuter authorization DOT-OST-2014-0116. The only significant change since the application date was the appointment of Richard Matthew Clark as Director of Maintenance on February 1, 2015. KEY PERSONNEL 

### 1. Request for dates (months) re Mr. Samuel Raphael's resume: Please find attached Samuel Raphael's updated resume, which has been edited to show employment periods by months. Samuel Raphael is a US Citizen. 2. Request for employment information since 2012 as shown on Mr. Jose Manuel 

### Coto's resume; Nationality and ATP number; Mr.Jose Manuel Cotoworked in his family's animal feed store from his last aviation employment date in 2012 untilJuly 2013 when Hummingbird Air employed him. Hummingbird Air has continuously employed him since July of 2013. Coto is a US Citizen. His AirlineTransport Pilot number is 580124476. 3. Request for Ira Williams employment information and nationality: Please notethat Mr. Richard Matthew Clark has replaced Mr. Ira Williams as HummingbirdAir's Director of Maintenance. Mr. Richard MatthewClark has been employed in his capacity since February 1, 2015. Mr. Clark is a US National. Please find attached copy of Mr. Clark's resume and copies ofA&P and lA certification. 4. Provide a 12-month pro forma income statementfor Hummingbird Air's proposed operations: Please find attached 12-month pro-forma income statement assuming commuter service will commence around June of2015.

### 5. Provide aforecast balance sheet forthe first year ofoperations ending afterthe initially proposed operations commencement date: Please find attached 12-month pro-forma balance sheet assuming commuter operation will commence in June 2015. 6. Provide an updated income statement and balance sheet for Hummingbird Air current within the pas-t 3 months: Please find theyear- end income statement and balance sheet for HummingbirdAir ending December 31, 2014, which reflect the company's financial condition within the past 3 months. Please notethatthe actually company started operating unscheduled charters in July 2014. 7. The financial statements submitted in support of Hummingbird Air's applications identify long-term debtto White River Camp and Dan Crimm. Please provide additional information aboutthese obligations. Also, please explain whythe debt amount and terms change frequently year over year and whythere is no current portion ofdebt due reflected in the balance sheet when the description ofthe terms identifies annual payments.

• Dan Crimm is a private lenderwho provided a $300,000 loan to Ay Ay Holdings Inc. in April of2014. The annual interest on ofthis debt is 7%. Repayment is due in two annual payments ending April 4, 2016. • White River Campgrounds (WRC}, (100% owned by S. Raphael) has provided a line ofcreditto both Ay Ay and Hummingbird Air at 2% interest (Hum Air current principal debtto WRC is a principal of $994.943 and interest of$17,997). Repayment in monthly installments start on March 31, 2016. Hummingbird Air has 5years to repay and Ay Ay has 10years to repay. White River Campgrounds will repay Dan Crimm's debt as scheduled and add this additional amount including principal and interestto its Loans toAyAy Holdings underthe sameterms and conditions ofits existing loand. The accountant's notes should have reflected the above terms. Please note that theWRC debt is reflected intheattached pro-forma income statement and Balance sheet. 8. With respect to Hummingbird's Aircraft, based on the information provided in the application, it appears thatthe aircraft are owned by a relevant corporation, Ay Ay Holdings, Inc. ("Ay Ay"), but will be leased by Hummingbird Airfrom Ay Ay. Please describe the terms ofthe lease and ensure that the lease payments arereflected in the applicant's expense projections. HummingbirdAir is leasingthree Beech 99's from AY AY for a total of$15,000 per month ($5,000 peraircraft). Lease payments are being differed/(accrued) until July 2016 when monthly payment will commence. Upon commencement of lease payment inJuly, 2016 Hummingbird Airwill paywill Ay Ayfortwo months at a time untilthe accrued balance is settled. 9. The third-partyfinancial verification letters do not provide account balances. Please provide revised letters that show balances. Third partyfinancial verification letterwith account balance from First Bank is enclosed. Third party bank letter plus checking account and Certificate of Deposit statements showing balances from Bank ofSt Croix are enclosed. Investment account statement from Merrill Lynch showing portfoliovalue of publiclytraded stock is enclosed. 10. Provide a description ofall charges ofunfair or deceptive or anticompetitive business practices, or offraud, felony or antitrust violation, brought against any relevant corporation or person having a substantial interest in any relevant corporation, or memberofthe key personnel employed (orto be employed) by any relevant corporation in the past 10years. Such descriptions shall include the disposition orcurrent status ofeach such proceeding. There have not been any charges ofunfairor deceptive oranticompetitive business practices, or offraud, felony orantitrustviolation, brought against any relevant corporation or person having a substantial interest in any relevant corporation, or memberofthe key personnel employed (orto be employed) by any relevant corporation overthe past 10years.

Please feel free to contact me at sam@hum-air.com or by phone at (340) 773-3571/ {340) 626-1509/ (767) 235-1739 for clarification or additional information. Sincerely, 

# ( Samuel Raphael LLC Manager Aviation Partners of Boynton Beach d/b/a Hummingbird Air

### SAMUELRAPHAEL # 1 7 Estate Hard Labor P.O. Box 1045 P.O. Box Kings Hill St. Croix, VI00851 340.773.3571 or 340.626.1509 or 340.235.1739 sam@hum-air.com SAMUEL "SAM"RAPHAEL is an entrepreneur and award-winning Caribbeantourism professional. He is an imagina.tive and resourceful individual with outstanding community organizing, strategic planning, management, investment and communication skills. 

### ENTREPRENEUR Owner, ManagingDirector (January 2013- present) Aviation Partners ofBoynton Beach d/b/a Hummingbird Air, an aviation company certificatedbythe Federal Aviation Authority (FAA

- 135) ofthe United States to provide passenger and air cargo service to the eastern Caribbean. Sam acquiredthe company as a single pilot operation onJanuary of2013,re-domiciled it to St. CroixUS VirginIslands and is overseeing its growth and development into a scheduled commuter service. The company currently operates unscheduled charters with a fleet ofthree Beech 99 airplanes. The companyprovides reliable airconnections to residents and visitors seeking access to small Caribbean markets. The companyplans to play an important role in aviation in the eastern Caribbean. Sam conceptualizedthis venture and is overseeing its growth and development as the company's chiefexecutive. 

### Owner, Developer 

### & GeneralManager (July 1996- January 2013) White River Campgrounds Inc. d/b/a Jungle Bay, Dominica, a 35-cottage eco-resort & 

### spa generally recognized as one ofthe top luxury eco-resorts ofthe world (Trip Advisor #3 in the Caribbean 2015, Conde NastTravelerWorld Savers Award, HuffPost, Forbes magazine, Islands Magazine, andmore). Sam managedJungle Bay's growth and development from its inceptionuntil the winter of2013 whenhe relinquishedits day-to-day managementto pursue the development ofhis aviation company, Hummingbird Air. Jungle Bay offers a unique combination ofrainforest adventure with wellness and relaxation. It

### was developed as a replicable sustainable tourismmodel for Dominica following the decline ofthe island'sbananatrade. Thephysical property was developedwith mostly recycled material with minimal disturbance to the natural environment. Jungle Bay developed its workforce from the families offormerly displacedbananafarm workers. 

### Itsources most ofits restaurant food from village farmers from surrounding communities. Othernotable Jungle Baycontributions include seed funding for a local home for childrenwith severe

. disabilities, establishing anNGOthatprovides books to school libraries, developing a youth entrepreneurship program for the island ofDominica. Sam conceptualizedthis overall concept, prepared and implementedits business plan, arranged financing, oversaw the construction andpresently managed it for 8years.

### EcotourismManagement Consultant 

### (June 2007

- 2009 October) Chemonics International

- Caribbean OpenTrade Support, funded byUnited States Agency for International Development (USAID), Dominica. Developed an Ecolodge Business Plan and Investment Prospectus, which attracted investors for the development for the Carib Territory, home to the last remaining autonomous indigenous Kalinago community in the Caribbean. FounderI CEO 

### (August 1993.- June 1996) DominionEquity Inc. a US Virgin Islands basedreal estate development company. Dominionwas active in developing real estate on St. Croix US Virgin Islands from 1993 until 1996 when Sam decided to relocate to Dominicato develop Jungle Bay. The company is still in existence and currently owns over one hundred acres ofreal estate on St. Croix. Though Sam'smore recent entrepreneurialventures have been tourism related, he is an experiencedreal estate developer. One ofhis best-knownventures is "ScenicRidge", a 175-lot community that features historic ruins and a wilderness preserve. FounderIPrincipal

### (October 1985-August 1993) A-Quality, St. Croix, US Virgin Islands was aresidential & 

### commercial construction company. Functions includedbid preparation, daily business operations, construction oversight

- included federally funded HUD projects.

PROFESSIONALPRESENTATIONS 

### 2014 Guest Lecturer 

### "The Jungle BayStory"Mount Royal University Ecotourism Undergraduate Program, Calgary, Canada 2012 Presenter 

### "The ChangingFace ofWorld Travel & 

### Tourism- Winning Strategies for Caribbean Competitiveness" Caribbean Tourism OrganizationAnnual Conference 2012 Guest Lecturer 

### "TheJungleBayStory"Mount Royal University Ecotourism Undergraduate Program, Calgary, Canada 2011 Presenter 

### "EnvironmentallyFriendly, SociallyResponsible Tourism Development; the Caribbean's Future" Green Growth Investment Forum (funded bythe European Union), Brussels, Belgium 2008 Presenter 

### "TheJungleBay CommunityFund: TransformingDominica's Southeast"Travelers Philanthropy Conference, Arusha, Tanzania 2007 Feature Presentation 

### "TheIncredible Caribbean: Off theBeaten Track" Washington, DC Convention Center: Adventures in Travel Conference & 

### Expo. 2006 Feature Presentation 

### "The Viability if

### "Eco-Heritage-Community Tourism on St. Croix" CarambolaHotel; Nature Conservancy Conference

### 2005 Feature Presentation 

### "Caribbean Tourism: Changes & 

### Challenges" Miami Convention Center; Hospitality DesignMagazine conference & 

### Expo. EDUCATION 

### AMERICAN UNIVERSITY,Washington, DC (Candidate BA, incomplete) International Studies 1979

- 1982 RELEVANTASSOCIATION 

### Dominica Hotel & 

### Tourism Association, Board Director & 

### Past President DiscoverDominicaAuthority (Tourism Board), BoardDirector The International Ecotourism Society, Member International Association ofGolfTourOperators (IAGTO) PESONALAWARDSANDACCOLADES 

### 2010 Best Personal Contribution to Responsible Travel Award: Virgin Holiday and ResponsibleTravel.com: London, UK 2008 Sustainable Tourism "World Savor Award": Conde NastTraveler, USARichard M. (Matt) Clark Combat Veteran (Persian Gulf, Somalia, Colombia) 113 Queens Ridge Christiansted, VI 340-998-9599 mattclark65@gmail.com

OBJECTIVE Seeking aposition in the Aviation Industry as an Airframe & Power Plant Mechanic I Inspector (I.A.) I Aircraft Flight Crew I Electrician I Sheet Metal Mechanic IHelicopter Pilot orrelatedposition within the field ofAviation.
PROFESSIONAL EXPERIENCE SUMMARY Over 26 years ofcombinedexperience in the civilian and military aviation field (specializing in Helicopters). Heldpositions which include; Director ofMaintenance, Production Control Supervisor, Maintenance Team Leader, "Re-Set"/Phase Team Leader, Blackhawk Crew Chief, Search & Rescue Instructor ITrainer and Helicopter Consultant. Fouryears ofadditional experience in the Engineering Field as a Structural, Mechanical and Electrical Draftsman.
ACHIEVEMENTS

Island Airlines, Christiansted, VI. (25 Jul2013- 6 Feb 2015) KingAir B-200 IPiper Navajo PA31-325 Performed the duties ofDirectorofMaintenance for Part 135 Operator with includes maintaining all forms, records and manual libraries all in accordance with FAA Regulations.
Astrum Helicopters, Belize City, Belize (Jan. 2012- July 2013) Bell 206 B III I Cessna 206 (Soloy) Mark II Perform the duties and responsibilities as the Director ofMaintenance for a BCAR 145 and OPS 3 (Part 135) Operator,which includes maintaining all forms, records and manual libraries in accordance with BDCA Regulations. Perform recurrent training of personnel, mechanics and pilots as well as maintaining aircraftby scheduled and non-scheduled maintenance.
RMC Helicopters (selfemployed, contractwork), Pompano Beach, FL. (Dec.2008- Jan 2012) MD-600N IBell206 I R-44 I R-22 IAgosta 109P I VH-11 R-44 I R-22 Provided contractual work to an array ofdifferent companies which includes but is not limitedto maintenance, consulting, delivery of aircraft, structural rebuilds ofR-22 and R-44 helicopters, modifications, inspections and support for othercompanies. contractwork for: Tradewinds Aviation, Ft. Lauderdale, FL. (Dec. 2010- Jan. 2012) on: Citation Jet CJ-525 I King Air C-90 I Caravan 208 I R-22 I R-44 IBell206-B3 and L4 Performed the duties and responsibilities as the Director ofMaintenance to ensure all aircraft being sold to overseas customers conformedto and met the guidelines required for Export Certificate ofAirworthiness. Prepared the necessary FAA paperwork from start to finish for Part 145 (FAA Certified Repair Station) while working directly with the FAA. Helicopters ofAmerica, Pompano Beach, FL. (Sep. 2006 -Dec. 2008) MD-600N IBell206B3 IAgosta 109 power I R-44 I R-22 HelicopterMechanicAs Director ofMaintenance for H.O.A. Flight Training Academy and apart 135 Operator, my duties and responsibilities for the above mentioned helicopters are those set forth by the FAA under their guidelines as D.O.M. and apart 135 Operator.
Coastal Helicopters, Inc. Panama City, FL. (Aug 2004- Aug 2006) Bell206 IOH-58 IBell47 Soloy IUH-lH IBell205 I214 ST Responsible for maintenance andup-keep ofthe above aircraft at the facility and in a field environment. Also required to perform overhauls on aircraft and their sub-components while workingunder the guidelines ofan FAA Certified Repair Station. Additional duties required contractwork with outside agencies training foreign militaries in Search and Rescue, Sling Load Operations IRigging and Airborne Firefighting Techniques. Iwas dually responsible for setting up and implementing the syllabus, taught and conducted hands on training as well.
FireHawk IBrainerdHelicopters, Inc., Leesburg, FL. (Jan. 2004- Aug 2004) S-70 I BlackhawkHelicopterMechanic Responsible for fully maintaining two S-70 helicopters which includesboth scheduled and unscheduled maintenance, the requisitioning ofparts and ascertaining properpaperwork. During the "Fire Season" additional responsibilities included working in remote field environments with the United States Forestry Service (CFR part 133). Maintaining a Commercial Drivers License to transport up to 5,000 gallons ofJetA fuel to various locations throughout the western United States. The ability to maintain all ground support equipment which includes generators, bambi buckets, hydraulic pumps, semi tractors and trailers and othervarious equipmentwas also required. Required to have the ability to perform helicopterexternal loadrigging on various types ofequipment which allowed the safe airtransportation to remote locations. Agrotors Helicopter Services, Inc., Gettysburg, PA. (July 2001- Nov 2002) Bell206 IMD-500 IBell212 I UH-1 HelicopterMechanic Responsible for the maintenance on the above named aircraft under an array ofoperations to include CFRpart 133, (Rotorcraft External Load Operations) and CFRpart 137, (Agricultural Aircraft Operations). Also performed the duties and responsibilities under strictguidelines required ofa Bell Service CenterandFAA Certified 145 Repair Station. Additional duties and experience include contractworkwith the United States Forestry Service during fire season.
U.S. DepartmentofState (Bureau ofInternationalNarcotics and Law Enforcement) Bogota, Colombia, S.A. DynCorp (War on Drugs Program) Patrick AirForce Base, FL. (Oct 2000- Jul2001) Aircraft Mechanic- Cessna Grand Caravan 208B I Alenia C-27J Spartan I Bell212 (UH-lN) Due to U.S. National Security, experience can onlybe discussed during interview. DynCorp (CFTIOLRTeam)Ft. Campbell, KY. (Mar 1999- Oct 2000) AH-64 Apache IUH-60 Blackhawk ICH-47 Chinook Helicopter Mechanic Worked onthe OLR Modification Teamperforming various modifications to an array ofaircraft which included some ofthe following; Engines up-grade for the CH-47, instaJled Laser Detector systems and GPS modifications for the AH-64 Apache. Installed GPS's, External Stores Support System (ESSS) and High Frequency Radio modifications for the UH-60 Blackhawk. Iwas one offew thatperformed all aspects ofthejob, heavy sheet metal, mechanical, heavy electrical and avionics work. Additional experience on the modifications included working directly with the "VerificationTeam"which consistedofElectrical and Mechanical Engineers from the Manufacturerin an attemptto work out any design flaws with the soon to be installed systems. Raytheon Aerospace, Birmingham, AL. (Oct 1998- Mar 1999) CH-47 I UH-60 Lead Helicopter Mechanic My employment with Raytheon was through the recommendation oftop leaders in the Alabama National Guard. My prior experience in UH-60 and CH-47 phase work led to my appointment. Company problems with employees andproductivitywerejeopardizingcontractual obligations which leadto the creation ofmyposition. My responsibilities were supervising and leading the Phase Team Crew in the direction needed to get the Government Contractback on track. This task was accomplished within the set contract deadline which allowed Raytheon Aerospace to retain two up-coming contracts at the same facility which I also supervised.

United StatesArmyFt. Hood, TX. IHanau, Germany IFt. Campbell, KY. (May 1989 -May 1994) Alabama National Guard, Birmingham, AL. (May 1994- Jul 2000) UH-60 I CH-47 IAH-64 I OH-6 IOH-58 HelicopterMechanic Performedmaintenance such as removal and reinstallation ofsub-systems to include; engines, APU's, transmissions, gearboxes, drive shafts, oil coolers, rotor heads, rotorblades, landing gear, fuel cells, windshields, floors, servo's, and flight controls. Additional maintenance included full aircraftrigging andrig checks, main rotor and tail rotor track andbalance. Also preparedhelicopters for extensive inspections and maintenance. Troubleshooting included electrical problems byinterpretingwiring diagrams and electrical schematics. Also maintained the ability to properlyuse all types ofdiagnostic equipment such as hydraulic test stands, static testers, stabilatortestkit, propellerprotractor and SAS IFPS (StabilizationAugmentation System IFlight Path Stabilization System) computer test system, AVA 8500 Track and Balance and Chadwick I Helmuth Track and Balance System. Additional duties and responsibilities as Crew Chief, required me to perform fuel checks, act as a third set ofeye's during Night Vision Goggle missions, supervise Sling Loads during NVG Operations, safety briefings for the ground crew and rigging checks priorto "hook-up". During Combat Operations I was also responsible for the up-keep and maintenance ofmy assigned helicopter and ongoing training for my crew which included aerial gunnery and all combatrelated tasks.

EDUCATION Wallace State Community College (Engineering I Draftsman) "1985-86" U.S. Army Engineering School (Electrical and Mechanical Draftsman) "1986" U.S. ArmyAviation School (UH-60 BlackhawkHelicopterMechanic) "1989" Aircraft Crash & Rescue "1991" PrimaryLeadership and DevelopmentCourse (PLDC) "1991" HelicopterExternal Load Operations Course "1991" Combat Lifesaver Course "1992" Aviation Maintenance Management and Operations Course "1992" Airframe Repair Coarse "1992" Non-Destructive Testing Course "1993" Hydraulic Systems and Components Course "1993" Aircraft Gas Turbine Engine Course "1993" DunkerTraining IWater Survival and Land Navigation Course "1994" · Rotax Engine School "1997" Aviation Mechanic Airframe & Powerplant Course (A&P Certificate) "1998" PrivatePilot (Helicopter) Certificate "1998" total hours to date: 323.7 Federal Communication Commission (FCC) License with RadarEndorsement "200I" Commercial Drivers License (Class A) with Hazardous Materials Bell Helicopter Maintenance I Pilot Seminar "2006" Robinson HelicopterMaintenance Course "2008" Baker's School ofAeronautics (InspectionAuthorization) "2009" Robinson HelicopterComponent Overhaul Course (Phase I and II) "2009" Lycoming Engine Service School 112011 11 Lycoming Engine Disassembly/Re-assembly School "2011 11 Gleim Inspection Authorization Renewal Course (IARC) "2013"

References Available upon RequestThis certifies that Richard H. Clark holder of Mechanic Certificate No. 3276237 has 'been authorized to exercise**rrU;-r;~-i~ileges** 

# 'Orrede!ai Aviation Regulation 65.95.

This authority expires March Jl, 

### _2Q1l__ unless sooner revoked by the Administrator of the Federal Aviation Administration or extended bv endorsement on the reverse of his card. ·

Name 

### RI MCLARK

# 0 N'One (]other !AVIATION PARTNERS OF BOYNTON BEACH LLC d/b/a HUMMINGBIRD AIR PROJECTED FINANCIAL STATEMENT May 2016AVIATION PARTNERS OF BOYNTON BEACH LLC d/b/a HUMMINGBIRD AIR PROJECTED FINANCIAL STATEMENTS Year ended May 2016

TABLE OF CONTENTS

INDEPENDENT ACCOUNTANT'S COMPILATION REPORT FINANCIAL STATEMENTS: Balance Sheets Statement of Income and

Member's Deficit Statement of Cash Flows Notes to Financial Statements Exhibit

A
B 

## cINDEPENDENT ACCOUNTANT'S COMPILATION REPORT

To the Member AVIATION PARTNERS OF BOYNTON BEACH LLC. d/b/a HUMMINGBIRD AIR St. Croix, USVI 1**~ave** led the a ing ected ba sheet PARTNERS OF BOYNTON BEACH, LLC d/b/a HUMMINGBIRD AIR as c)f AVIATION 3'[ 1 iewed the accompanying pr ec:ed financial**statemen~s** the**yea~ t~en**  ended. I have not audited 1 , de not express an**n~an** or provide any assurance about accounting princi financial statements are in with es generally in the United States of qement is responsible for the preparation and fair presentation ,F ected financial**statemen~s** in accordance with accounting es CJenc:ral y

### lement~ng, and maintaining internal control relevant to the preparation and fair presentation of financial statements. 1s to conduct the lation in accordance with tatements on Standards for Accounting and Review Services issued of 

### a. lE1t e;n**.is:·_,~)** ass.ist. rnar:2;;erne .._ lie Accountants. r presenting flnancial t.)brai.n V' ' Lfications that should be reade to the financial statements. ft;lly submitted,

r:::Y1 20, 20 5AVIATION PARTNERS OF BOYNTON BEACH, LLC d/b/a HUMMINGBIRD AIR Projected Balance Sheet

Assets CURRENT ASSETS Cash Reserve Fund TOTAL CURRENT ASSETS PROPERTY AND EQUIPMENT Accumulated depreciation May 31, 2016

LIABILITIES AND MEMBER'S DEFICIT Accrued lease Long-term debt TOTAL LIABILITES Member's Equity- Exhibit B Exhibit A 2016
$1,1671079 150,000 1,317,079 618,315 (168,111)

450,204 $1,767,283

315,000 9771 396 1,292,396 474,887 $1,767,283

See accompanying notes and Independent Accountant's Compilation ReportAVIATION PARTNERS OF BOYNTON BEACH LLC. d/b/a HUMMINGBIRD AIR Projected Statement of Income and Member's Equity Year ended May 31, 2016

Income
EXPENSES Fuel Permits and Fees Landing Fees Salaries 

### & Wages Payroll Taxes Other Taxes Bank Charges Training Travel Corrunission Professional Fees Advertising Telephone Airplane Parts & Supplies Depreciation Lease Interest Rental Insurance Meals 

### & Entertainment Miscellaneous Repairs and Maintenance

NET LOSS
MEMBER'S DEFICIT- BEGINNING
MEMBER'S EQUITY ENDING- to Exhibit A Exhibit B 2016 $3,526,450

$1,020,000 60,000 40,000 654,000 115, 000

24,000 25,000 12,000 10,000 60,000 20,000 25,000 30,000 145,000

60,950 180,000

19,341 54,000 78,000

7,000 60,000 112, 000 2,811,291 715,159 (240,272) $ 474,887

See accompanying notes and Independent Accountant's Compilation ReportAVIATION PARTNERS OF BOYNTON BEACH LLC. d/b/a HUMMINGBIRD AIR Projected Statement of Cash Flows Year ended May 2016

Cash flows from operating activities Net Loss Adjustment to reconcile net income to net cash Provided by operating activities: Accrued Leases Depreciation
Net cash used by operating activities
Cash flows from financing activities Payment on long-term debt Net cash provided by financing activities Net increase in cash Cash at beginning of year Cash at end of year Exhibit C 2016
$ 715,159 270,000

60,950 1, 046,109

(35,544) (35,544) 1,010,565 306,514 $1,317,079

See accompanying notes and Independent Accountant's Compilation Report

### AVIATION PARTNERS OF BOYNTON BEACH LLC. d/b/a HUMMINGBIRD AIR Notes to Projected Financial Statements May 2016



### Note A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business 

### AVIATION PARTNERS OF BOYNTON BEACH LLC d/b/a HUMMINGBIRD AIR leases aircrafts lines from its parent company Ay Ay Holding, Inc., and it operates within the airline's industry. It is a Florida limited liability company and is presently registered to do business in the state of Florida, USA. The company is in the process of relocating its operation to the island of St. Croix, USVI. Basis of Accounting The financial statements are prepared on the accrual basis of accounting. Accounts Receivable Accounts receivable are reported at the amount of principal outstanding. Balances are written off through charges to earnings only after management has exhausted reasonable collection efforts and concluded that additional collection efforts are not cost-effective. Inventory The company's inventory is valued at the lower of cost (first-in, first-out) or market value Income Taxes The company is a single-member LLC, and which is a disregarded entity by default. That means its existence will be ignored for federal income tax purposes, and the income and expenses of the LLC will be taxed to the LLC's owner. Alternatively, a single-member LLC can select to be taxed as a corporation. The company intends to file as an S Corporation. All effects of the LLC's income or loss will therefore pass through to its member.Use of Estimates AVIATION PARTNERS OF BOYNTON BEACH LLC. d/b/a HUMMINGBIRD AIR Notes to Projected Financial Statements May 2016

Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amount of assets and liabilities, the disclosure of contingent assists and liabilities, and the reported revenues and expenses. Actual results could differ from these estimates. Depreciation Depreciation is computed using the accelerated cost recovery method for financial reporting and federal income tax purposes. Property and equipment are depreciated in accordance with the requirements of the Internal Revenue Code. Under generally accepted accounting principles, property and equipment are depreciated over their estimated useful lives. Note B - EQUIPMENT AND LEASEHOLD IMPROVEMENTS Equipment and leasehold improvements consist of the following: Airframe Improvements Less: accumulated depreciation

NOTE C - OPERATING LEASE COMMITMENTS The company leased three Beech 99 Aircrafts from its $ 618,315 (168,111 $ 450,204

affiliate, AY AY Holdings, Inc. for $5,000.00 per aircraft per month. Lease payments are to be deferred and accumulated until July 2016. Payments thereafter to include one current and one past month payment until accrued balance has been settled.AVIATION PARTNERS OF BOYNTON BEACH LLC. d/b/a HUMMINGBIRD AIR Notes to Projected Financial Statements May 2016

NOTE D - LONG-TERM NOTES PAYABLE Long-term debt at December 31, 2014 consist of the following: Note payable to White River Camp Ground, has been rescheduled to begin repayment in March 2016. Payable in annual installments of $18,295 including interest of 2% per annum. Final payment due in 2021, collateralized by company assets $ 994,943**AVIATIO~** PARTNERS OF BOYNTON BEACH LLC d/b/a HUMMINGBIRD AIR

FINANCIAL STATEMENT December 2014

### AVIATION PARTNERS OF BOYNTON BEACH LLC d/b/a HUMMINGBIRD AIR FINANCIAL STATEMENTS Year ended December 31, 2014

TABLE OF CONTENTS

INDEPENDENT ACCOUNTANT'S COMPILATION REPORT FINANCIAL STATEMENTS: Balance Sheets Statement of Income and

Member's Deficit Statement of Cash Flows Notes to Financial Statements Exhibit

A

B 

## cINDEPENDENT ACCOUNTANT'S COMPILATION REPORT

To the Member AVIATION PARTNERS OF BOYNTON BEACH LLC. d/b/a HUMMINGBIRD AIR St. Croix, USVI I have compiled tne ing ba .l.ance sheet of AVIATION PARTNERS OF BOYNTON BEACH, LLC d/b/a HUMMINGBIRD AIR as of Decernber 31, 201tl, and the related statements of incom0? and IVJember' s deficit, and cash flows 

### for the year then ended. I have**nc~** audited or reviewed the ng financial**~tatements** and, accordingly, do not express an nion or provide any assurance about whether the financial statements are in accordance with accounting princ s generally a ed in the United States of America. Management is responsible for the preparation and fair presentat1on or the financial statements in accordance with accounting principles generally accepted in the Unit<?d States of l\merica and for designing, ting, and maintain internal control relevant to the preparation and fair presentation of financial statements. My responsibility is to conduct the compilation in accordance with Statements on Standards for Accounting and Review Services issued by the American Inst.itute of Certified public Accountants. The objective of a compilation is to assist management in presenting financial .i.nforrrtation irl t:.he f:'JY1n of f nar:cial state.rnents**~-vvithotlt T1r1d.er-~~akir1g**  :o obtain or any assurance that there are no material modifications that shou d 

### be**~ade** to :he financial**s~atements.** Respectfully st

March 

### 14, 2015AVIATION PARTNERS OF BOYNTON BEACH, LLC d/b/a HUMMINGBIRD AIR

Assets CURRENT ASSETS Cash Reserve Fund TOTAL CURRENT ASSETS December 

### 31, 2014

PROPERTY AND EQUIPMENT Accumulated depreciation

LIABILITIES AND MEMBER'S DEFICIT Accrued lease Long-term debt (include interest of $17,997) TOTAL LIABILITES Member's Deficit- Exhibit B Exhibit A 2014
$ 156,514 150,000 306,514 618,315 (107,161) 511,154 $ 8171668

45,000 1, 012,940 1,057,940 240,272) $ 8171668

See accompanying notes and Independent Accountant's Compilation ReportIncome
EXPENSES Fuel 

### AVIATION PARTNERS OF BOYNTON BEACH LLC. d/b/a HUMMINGBIRD AIR Statement of Income and Member's Deficit Year ended December 31, 2014

Permits and Fees Landing Fees Salaries 

### & Wages Payroll Taxes Other Taxes Bank Charges Training Travel Commission Professional Fees Advertising Telephone Supplies Depreciation Lease Interest Rental Insurance Meals & Entertainment Miscellaneous Repairs and Maintenance



### NET LOSS
MEMBER'S DEFICIT- BEGINNING
MEMBER'S DEFICIT ENDING- to Exhibit A Exhibit B 2014 $ 771,332

$ 210,441 24,236 10,533 146,687 8,075 4,449 9,527 1,424 3,057 28,959 54,705

6,762 7,974 31,455 60,950 45,000 54,920 30,168 52,273

1,221 5,526 112,225 910,567 (139,235) (101,037) $ (240, 272)

See accompanying notes and Independent Accountant's Compilation Report

### AVIATION PARTNERS OF BOYNTON BEACH LLC. d/b/a HUMMINGBIRD AIR Statement of Cash Flows Year ended December 31, 2014

Cash flows from operating activities Net Loss Adjustment to reconcile net income to net cash Provided by operating activities: Depreciation Accrued Leases Accrued Interest
Net cash used by operating activities Cash flows from investing activities Acquisition of property and equipment
Net cash used by investing activities Cash flows from financing activities Long-term debt Net cash provided by financing activities Net increase in cash Cash at beginning of year Cash at end of year Exhibit C 2014
$(139,235) 60,950 45,000 17,997 (15,288)
(294,786) (294,786)

592,543 592,543 282,469

24,045 $ 306,514**~ee** accompanying notes and Independent Accountant's Compilation Report

### AVIATION PARTNERS OF BOYNTON BEACH LLC. d/b/a HUMMINGBIRD AIR Notes to Financial Statements December 2014

Note A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business 

### AVIATION PARTNERS OF BOYNTON BEACH LLC d/b/a HUMMINGBIRD AIR leases aircrafts lines from its parent company Ay Ay Holding, Inc., and it operates within the airline's industry. It is a Florida limited liability company and is presently registered to do business in the state of Florida, USA. The company is in the process of relocating its operation to the island of St. Croix, USVI. Basis of Accounting The financial statements are prepared on the accrual basis of accounting. Accounts Receivable Accounts receivable are reported at the amount of principal outstanding. Balances are written off through charges to earnings only after management has exhausted reasonable collection efforts and concluded that additional collection efforts are not cost-effective. Inventory The company's inventory is valued at the lower of cost (first-in, first-out) or market value Income Taxes The company is a single-member LLC, and which is a disregarded entity by default. That means its existence will be ignored for federal income tax purposes, and the income and expenses of the LLC will be taxed to the LLC's owner. Alternatively, a single-member LLC can select to be taxed as a corporation. The company intends to file as an S Corporation. All effects of the LLC's income or loss will therefore pass through to its member.Use of Estimates 

### AVIATION PARTNERS OF BOYNTON BEACH LLC. d/b/a HUMMINGBIRD AIR Notes to Financial Statements December 2014

Management uses estimatep and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amount of assets and liabilities, the disclosure of contingent assists and liabilities, and the reported revenues and expenses. Actual results could differ from these estimates. Depreciation Depreciation is computed using the accelerated cost recovery method for financial reporting and federal income tax purposes. Property and equipment are depreciated in accordance with the requirements of the Internal Revenue Code. Under generally accepted accounting principles, property and equipment are depreciated over their estimated useful lives. 

### Note B - EQUIPMENT AND LEASEHOLD IMPROVEMENTS Equipment and leasehold improvements consist of the following: Airframe Improvements Less: accumulated depreciation



### NOTE C - OPERATING LEASE COMMITMENTS The company leased three Beech 99 Aircrafts from its $ 618,315 (107,161 $ 511,154

affiliate, AY AY Holdings, Inc. for $5,000.00 per aircraft per month. Lease payments are to be deferred and accumulated until July 2016. Payments thereafter to include one current and one past month payment until accrued balance has been settled.

### AVIATION PARTNERS OF BOYNTON BEACH LLC. d/b/a HUMMINGBIRD AIR Notes to Financial Statements December 2014



### NOTE D - LONG-TERM NOTES PAYABLE Long-term debt at December 31, 2014 consist of the following: Note payable to White River Camp Ground, has been rescheduled to begin repayment in March 2016. Payable in annual installments of $18,295 including interest of 2% per annum. Final payment due in 2021, collateralized by company assets $ 994,943

## February26, 2015



## US DepartmentofTransportation 1200 New

## JerseyAve, SE Washington, DC 20590

Re: 

## Reference Letter 

## AviationPartners ofBoyntonBeach

LLC

# Btn HummingbirdAir CheckingAccount#7121103407 DearSirorMadam: This letterconfirms that

## Aviation Partners ofBoynton (HummingBird

## Air) maintains a checking account withFirst

## BankVirginIslands sinceMay 

## 19, 2014. Ourrecords indicatethatthecurrentbalanceis

# On::eHundredThree Thousand ThreeHundredFortyDollars 

## & 91/100 ($103,340.91) This accountis activeandishandledina satisfactorymanner. Iffurther informationisrequired,pleasecontactVivicaTurnbull at 340-775-8867. COMMENTS: Weunderstandthisinformationis requested for verificationpurposes andtrustitwillbeofserviceto you.

# ~;- Imogene**Hodge~Ottley** 

## Unit Supervisor (Operations)

P. 0. Box 309600 SlThomas, VI 00803-9600 Telephone: (340)775-n77 firs!Bank Virgin Islands is a Division of Firs!Bank Puerto Rico

# Ban~tCroix

February 25. 2015

United States Department ofTranspm1ation Federal Aviation Authority

Dear Sir/Madam, Re: Samuel Raphael

We are pleased to advise thatthe above-mentioned**custom~r** has maintained abanking relationship with us since Octoher

### ::o13, holdingtwo commercial accounts at our office. As oftoday. February 25, 2015, the aggregate average quarterly halancc in hisbusiness accounts is in the low six-figure range. MrRaphael has conductedall his business and financial transactions with us in a professional marmcrthathas been above reproach and is considered a valued customer at the BankofSt. Croix. Ifyou need any further information or assistance, please feel fh:e to contact the undersigned directly at (340) 773-8500.
Regards,

PostOtlice Bo" 24240, Galhl'nBay, St. Croix, CSVirgin Islands 0082i-4240 Phone**~40.ii3.8500** Fax: :H-0.773.8508Thursday, February26, 2015 

# BANK OFST. 

# CROIX(0669)
AVIATION PARTNERS OF BOYNTON BEACH LLC 

### Checking Activity Account Number COMMERCIAL CHECKING Page 1 of 1



### DBA HUMMINGBIRD AIR RR 1 BOX9911 KINGSHILL, VI 00850 Transactions ForCurrentStatement Period


# Account Summary

Previous Statement Balance as ofSaturday I January 31 I 2015 9 Deposits and otherCredits. 2 Withdrawals and otherDebits. Service Charges. CurrentStatement Balance as ofThursday, February 26, 2015 Numberof Days inthis Period: Beginning Interest Rate Interest Paid YearTo Date 

# AccountActivity ,



# Balance By Day 2. 5. 214/2015: $1,736:35: zr1rt2o1s: $53,as9.55

. $30,586.35 +$102,183.20

-$40,030.00

0.000%

$0.00Friday, February27, 2015 

## BANK

# OF ST. CROIX(0669)
AVIATION PARTNERS OF BOYNTON BEACH LLC RR 1 BOX 9911 

### Time DepositActivity Account Number Page 1

## of 1

 0260 

### KINGSHILL, VI 00850 Transactions For CurrentStatement Period / / 

## Account Summary

Previous Statement Balance as ofMonday, June 09, 2014 2 Deposits and otherCredits. 0 Withdrawals and other Debits. CurrentStatement Balance as of Friday, February 27, 2015 Number of Days in this Period: Interest Paid YearTo Date 

## Time Deposit Summary Deposit Seq Initial Value Rate

** ;o-;o6****to;::-;;9=:=t2 01:;-;4-------;1'--'-'-'-------;;;-,-$156~oo0:o6** ____ '

- o.iso%···············- Maturity 12/06/2014 06/04/2015 1210612014 0 $150,554.79 0.750% 

## Account Activity Date Descrietion Debit 

### o676972o14
____ TIME DEPOSIT •••-••••v•-••-••••·-----••••-•-• 12/06/2014 INTERESTPAYMENT 12/06/2014 DEPOSITMATURITY $150,554.79 12/06/2014 DEPOSIT RENEWAL 12116/2014 DECREASEACCRUED INTEREST $30.94 $0.00

$0.00

CurrentValue 

# $o:oa·············---- s1sa.p54.79

Credit $150,000.60 $554.79 $150,554.79MyMerrill -Simple View https:/I olui2.fs.ml.com/TFPSummary /PortfolioSimpleView.aspx

I of2 Hello, Samuel Raphael Your last login: Wednesday, Mar 11,201511:26AM ET

Your2014 tax statemtmt5 are available. For additional resources, please visit the Tax Conter. Dow18,127.65 +Hi8.62 •0(l4'V,

As of03/22/2015 06:06 PM ET
Net Value CMA 2SW-17142

**$226,7.5~.51** Total $226,251.51 MyAccounts Total 

# c $226,251.51 )

Link Accounls

Prior-day c!ose ofbusn'iess Balances Herorr The data displayed is for informational purposes only. Your account statement is the official record ofyour holdings and balances. Total represents the sum ofall cash and cash equivalents including shortpositions with associated credit balances. Fixed Annuities are classified as Fixed Income and Variable Annuities are classified as Equities. Life Insurance Products are classified as Other. Note: Variousfactors, including unpriced securities and certain adjustments, holdings oractivity, may cause report results to differfrom actual performance. Report results may also differfrom results reported by other Merrill Lynch services. Past performance does not guarantee future results. The Users Guideto Performance Reporting at Merrill Lynch can provideadditional information about this report. Insurance Cash Values and Annuity Contract Values (ifapplicable) are used to calculate Total. These values are as of Close ofBusiness one business day prior to the 'as of date shown above. Insurance Cash Values may not reflect immediately available funds dueto Joan balances and/or policy charges. Annuity Contract Values may not reflect immediately available funds due to contract charges. Annuities and life insurance products are not held in your account. Their values are listed here for your convenience. An allocationto alternative investments (AI) should only be presented to suitable clients, based on the client's investment objectives, risk tolerance and networth (forsome AI, net worth of $5 million or more is required). AI may include, but is not limited to, managed futures, hedge funds, private equity, commodities, real estate, precious metals and structured products. Specific investments available through the Merrill lynch Alternative Investments Group require that the FA and client be pre-qualified. The security price and market value shown is based on the latest available market data, which is delayed at least 20 minutes. All Accounts Total $226,251.51

View Markets Real..tlme Quotes My Financial Picture Trackyour cash and networth with the updated My Financial Picture, now with more features that make this tool even easier to use. Get a complete view ofall ofyour assets and liabilities, even those held at other financial institutions. Learn more n Combined Historical Total Value AI Month's End

**Genm<:~te** a Report
Combined AssetAllocation

AssetClass

93.05% Equity • 6.95%Cash



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