U.S. Department of Transportation Office ofthe Secretary OfTransportation March 19, 2015 Ms. RebeccaB. MacPherson 

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Counsel for Menagerie Enterprises, Inc. d/b/aMonarchAir Jones Day 51 LouisianaAve., N.W. Washington, DC 20001 Dear Ms. MacPherson: 1200 NewJersey Ave

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We have completed our initial review ofthe application filed by Menagerie Enterprises, Inc. d/b/a Monarch Air ("Monarch"), for the determination of its fitness to conduct scheduled passenger air transportation as a U.S. commuter air carrier. · This review has revealed the need for additional and/or clarifying information before we can complete processing ofMonarch's application. The.attached Information Request lists the areas where further information and/or clarification is necessary. I askthatyourespond fully to this requestWithin 30 days ofthe date ofthis letter. You may upload your response via the web at www.regulations.gov, or you may mail your response to U.S. Department ofTransportation Dockets, West Building, Ground Floor, (M-30, Room W12-140), 1200NewJersey Avenue SE, Washington, D.C. 20590. In either case, your response shouldbe filed inDocketDOT-OST-2014-0192. As is the Department'spractice, further processing ofMonarch's application will be deferred pending receipt of this material. In addition, please remember that Monarch should promptly provide the Department with any information regarding changes it may undergo in areas affecting its fitness (i.e., management, operating plans or financial condition, compliance disposition, or ownership) while its applicationis under reviewby the Department. Thank you for your cooperation in this matter. Ifyou have any questions regarding this letter or the requested information, please feel free to contact Shabu Thomas of my staff at (202) 366-9721 or shabu.thomas@dot.gov.

ynJ. Remo

,Air CarrierFitness Division

.Office ofAviation**~alysis**

cc: DocketDOT-OST-2014-0192 · Mr. CameronBaker POI for Menagerie Enterprises, Inc. d/b/aMonarchAir Federal AviationAdministration 

# ·-·. Information Request Finances In establishing fmancial fitness, the Department typically asks that the applicant have available to it resources sufficient to cover all pre-operating costs and any negative working capital balance, plus a working capital reserve equal to the operating costs that would be incurred in three months of normal commuter operations. If the applicant's most recent balance sheet shows a negative working capital balance for the ongoing operations, the amountofthat working capital deficit will be consideredincalculatingthe amount of funds that the applicant must have available to meet the financial fitness criteriafor the proposed operations. Review ofMonarch's balance sheet as ofAugust 31, 2014, shows the company having current assets of$1,074,995 and current liabilities of$1,495,036, resulting in a negative working capital balance of$420,040. Under the Department's standard financial fitness criteria, this amount ofnegative working capital must be added to the amount ofcapital needed by Monarch to establish its fitness. Thus, to satisfy the Department's financial fitness criteria, Monarch must demonstrate that ithas access to $2,156,407. Based onthe documents submitted in support ofa fitness determination, Monarch does not appear to have sufficient funding to meet the Department's financial fitness test. Therefore, we requestthatthe applicant submitthe following: 1. A current balance sheet (within 3 months) along with the explanatory footnotes. I 2. A current income statement (for 12 months ending the same date as date of balance sheet) along withthe explanatory footnotes. 3. Third-party verification from Monarch's financial institution ofany fmancial resources available to Monarchto meetthe Department's financial fitness test. Operations The application submitted states that Rise Alpha, LLC ("Rise"), plans to charter air transportation from Monarch on behalfofits members, whereas the agreement between Rise and Monarch mentions Rise as a ticket agent. Please provide additional detailed description onhowthe "membership club" will operate.

I Explanatory footnotes should include the companies significant accounting policies, such as for depreciation, amortization of intangibles, overhauls, unearned revenues; any liens or encumbrances against any of the applicant's or any relevant corporation's assets, any major commitments into which the applicant or relevant corporation has entered during the past six months, or proposes to enter during the next six months, including a bank or other institutional fmancing and private financing; and any liabilities ofthe applicant orrelevant corporationthat are more than 60 days past due at the time of the application, including the amount and the circumstances under whichthey are pastdue and will be paid.2 Certification The information provided pursuant to this Information Request should be accompanied by the following certification: The contents ofthis application and the attached exhibit (s) are true and correct to the best ofmy knowledge and belief. Pursuant to Title 18 United States Code Section 1

001, I [the individual signing the application, who shall be aprincipal owner, senior officer, or internal counsel ofthe applicant], in my individual capacity and as the authorized representative of the applicant, have not in any manner knowingly and willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, or fraudulent statement or knowingly used any documents which contain such statements in connection with the preparation, filing or prosecution ofthe application. I understand that an individual who is found to have violated the provisions of 18 U.S.C section 1001 shall be fmed or imprisoned notmore thanfive years, orboth.