# L AW 

# O FFICE OF 

# J OHN 

# M IETUS

, LLC

6701 D EMOCRACY 

### B OULEVARD



### , S UITE 

### 300

B ETHESDA



### , MD 20817-7500

J OHN R. M IETUS

, J R

. (202) 747- 5212 (240) 396-5362 fax john@mietuslaw.com



### July 17, 2013

BY ELECTRONIC MAIL

Ms. Lauralyn Remo Ms. Vanessa Balgobin
Air Carrier Fitness Division U.S. Department of Transportation 1200 New Jersey Avenue, SE Washington, DC 20590

Re: Orange Air, LLC, Dockets OST- 2011 -0073/0074

Dear Ms. Remo and Ms. Balgobin:

Orange Air respectfully requests that the Department waive condition 9 of the certificate issued to it by Order 2011- 11 -31, condition 10 of the certificate issued by Order 2012-1- 31

, and 14 C.F.R. § 204.7 (the “Startup Conditions”) so as to extend, through November 30, 2013, the time within which Orange Air must commence actual flight operations in order to maintain its interstate and foreign certificate authority. These provisions, with waivers granted on November 27, 2012

a nd March 29, 2013, currently require Orange Air to commence actual flight operations no later than July 31, 2013. However, Orange Air is still waiting for the Federal Aviation Administration to schedule a number of activities required to complete new entrant certification. Thus, Orange Air does not expect to receive final certification until later this year.

Unforeseen Delays in FAA Availability

Despite the best efforts of its FAA project and frontline managers Jeff Hipps and Charley Beers and of the Flight Standards National Field Office (AFS-900), progress on Orange Air’s certification has been st alled by the limited availability of

FAA resources. The national office must balance both new entrant certification and comprehensive inspections of existing air carriers, all in a challenging budget environment. As the government fiscal year progresses, Orange Air also is concerned that the FAA may need to await the new fiscal year beginning October 1

### Air Carrier Fitness Division July 17 , 2013 Page 2

to complete Orange Air’s certification. For its part, Orange Air’s manuals are complete, and only completion of flight attendant training remains before initial training is complete.

Updated Fitness Information

The Department ’s April 17, 2013 letter waiving the Startup Conditions indicated that updated fitness information would be required to process a further

waiver. As demonstrated by the attached exhibits and the following information, Orange Air continues to meet the statutory requirement for U.S. citizenship and the Department’s requirements for new entrant fitness as to management, compliance disposition, and financial resources.

Orange Air remains a U.S. citizen. Orange Air Holdings, the 100% owner of Orange Air, has added a new U.S. equity investor, and the Credno family investment has been reorganized. Today, interests in Holdings are distributed as
follows:

RWF Capital (original investors) 45.82% Frutaser, LLC (new investor) 34.29% Sabal Holdings, LLC (Credno family) 18.29% JO Holdings, LLC (original investor) 1.60%



### Jacob Serfati, a U.S. citizen, is the manager of Frut aser’s 100% owner, JS Management LLC; he owns 55% of JS and his wife, U.S. citizen Ori Serfati, owns the remainder. Both Frutaser and JS are Florida LLCs, and Mr. Serfati’s resume is

included in Exhibit 5a . The Holdings investment previously held only by Frederick W. (“Chip” ) Credno III is now owned by Sabal, a Delaware LLC, which in turn is owned 75% by Frederick W. Credno, Jr. and 25% by Chip Credno (who is also Sabal’s sole manager). Under the latest operating agreement (an executed copy can be provided to the Department when available), Holdings continues to have four

U.S. citizen co -managers, now drawn from RWF and Frutaser

-- Messrs. Franco, Reiter, Serfati, and Wolf ; Holdings has no other key personnel. An updated citizenship affidavit is included as Exhibit 3a

.

A few of Orange Air’s key personnel have c hanged si nce Order 2011

- 11 -31; a current list follows:

Fred Credno President and Chief Executive Officer Chip Credno Vice President Rick Aranha* Director of Operations ( vice Paul Hook) Kurt Lugar Director of Quality Assurance and Chief Inspector Brooke Mayger Director of Maintenance

### Air Carrier Fitness Division July 17 , 2013 Page 3

Robert Holder* Director of Safety and Security ( vice Chip Credno) Tony Schoenecker* Chief Pilot Julie Acheson* Director of In-Flight ( vice Roger Carbon

, still with Orange Air) Geri Anselmi* responsible for administration and HR ( vi ce Kim Hunter)



### Resumes for the new key personnel (shown with an asterisk above) are included in

Exhibit 5a , and relevant FAA certificate numbers are shown in Confidential Exhibit C, which is being filed under seal with a request for confidential treatment under

Rule 12.

Orange Air continues to have the proper compliance disposition. Based on information provided by the applicant and the 10%+ investor entities listed above, the investor principals named above, and its key personnel, 1 

### Orange Air has no

in formation to report under 14 C.F.R. § 204.3(l,m,o,p, and q).

Finally, Orange Air continues to have sufficient resources to meet the Department’s financial fitness test. Historical and current balance sheets and

income statements are included in Exhibit 6a and reflect Orange Air’s payment in due course of substantially all of its pre- operating expenses. The applicant’s estimate of remaining, unpaid, pre-operating expenses and an updated financial projection for the first full year of operation are attached as Exhibit 8a

. (Projected income information, and certain confidential assumptions, are redacted, and theunredacted pages are being filed under seal as Confidential Exhibit D.) The four comanagers of Holdings have updated the prior commitment of RWF ’s principals to fund, if necessary, $ 2,387,865 in unpaid pre-operating expenses and one-quarter of the first year’s forecast operating expenses. Those commitment letters, with supporting bank letters, are attached as Exhibit 7a

.

1 One individual is traveling abroad and unable to update compliance disposition. Orange Air will advise the Department on that person’s return if there is anything to report.

### JULIE ANN ACHESON

OBJECTIVE

Seeking a challenging and rewarding career wher e my training and education will allow me to utilize my skills for continued professional growth and development.

SKILLS AND QUALIFICATIONS

Multi-tasked and have proven organizational and time management skills with the ability to effectively prioritize job assignments and responsibilities Work effectively in high-pressure situations and promote a positive and productive work

environment Excellent communication and organizational skills

EXPERIENCE

August 21, 2012 to Present Orange Air 1722 Hangar Rd., Bldg. 147 Sanford International Airport Sanford, FL 32773

Consultant Responsibilities

 Directing the In-Flight Department in all aspects of the 121 certification process December 16, 2012 to Present Orange Air Director of In-Flight Responsibilities

 Obtaining certification as a 121 Supplemental Charter operation.

 Hiring, training and managing the Flight Attendants

 Liaison to the FAA

 Budgetary responsibilities of the In-Flight Department

 Author of and revisions to the121 ATOS compliant In-Flight manuals

 Flying duties as flight attendant as needed

December 14, 2009 to August 9, 2012 Dynamic Airways

701 North Terminal Service Road Greensboro, NC 27409 Director of In-Flight Responsibilities

 Certification of a start-up airl ine as a 121 Supplemental Carrier

 Author of the ATOS compliant Flight Attendant Manual and Training

Manual

 Completion and updating of SAI’s

 Hiring, training and managing of initial cadre of Flight Attendants

 Successful completion of Table Tops , Aborted Take-off and Proving

Runs

 Budgetary responsibilities of the In-Flight Department

 Responsible for maintaining staffing levels for flight attendants as determined by operational needs The safe conduct of all In-flig ht personnel in accordance with Company and FAA requirements

 Scheduling of all In-flight pers onnel within FAR requirements

 Liaison with the FAA

 Flying duties as flight attendant as needed

October 27, 2003 to September 17, 2009 Pace Airlines 4001 N. Liberty St. Winston Salem, NC Director of In-Flight Responsibilities:

 Liaison with governmental agencies, including the handling of formal correspondence between the FAA, DOD and the Company

 The safe conduct of all In-flig ht personnel in accordance with Company and FAA requirements

 Ensure competence and currency of instructional staff and programs

 The selection, employment and assignment of In-flight management personnel as determined by operational needs

 Oversee the development of all programs and curriculum for the Inflight training program and revisions and bulletins to the flight

attendant manual

 Cognizant of fiscal responsibilities associated with the operation of the In-flight department

 Responsible for adherence to all FAR’s as well as prohibiting implementation of arbitrary procedures or practices

 Maintaining and certifying training re cords for all initial, recurrent and transition training

 Participate in duties as assigned in the Safety and Regulatory Compliance Manual

August 1987 to February 2003 CCAir, Inc., d.b.a. USAirways Express Charlotte, NC August 1999 to February 2003 Manager of In-flight Services

Responsibilities:

 Manage Company Flight Attendants and Check Flight Attendants

 Recruit. hire and manage the Flight Attendants

 Develop and implement revisions and bulletins to the Flight Attendant Manual with approval by the FAA

 Ensure that Company Flight Attendants understand and comply with Company and Federal Aviation Rules, policies and procedures

 Instruct and certify Flight Attendant and Check Flight Attendant training for new hire, yearly recurr ent, transition and requalification classes according to 121 training requirements

 Instruct and certify Pilot training in Crew Resource Management, Hazardous Materials, Security, Em ergency Equipment and Emergency Evacuations according to 121 training requirements

 Implement monthly reports to AFA union representatives, negotiate grievances and currently negotiating a new Flight Attendant contract

 Im plement Flight Attendant payroll

 Coordi nat e with the Catering Department on the catering needs and budget Report all information to our Maintenance Department on the substandard appearance of passeng er cabins in Company aircraft

 Perform flight attendant and check flight attendant duties when needed

August 1987 – August 1999 Flight Attendant/Check Flight Attendant

 Responsible for the safety and comfort of all passengers

 Adhere to all duties, policies and procedures outlined in the flight attendant manual and Company policies and procedures manual

 Follow all Federal Aviation Regulations as required

 Instruct IOE and recurrent competency checkrides

 Utilize good judgment skills and conflict resolution techniques in various given situations

ACHIEVEMENTS Certification of Dynamic Airways as a 121 ATOS compliant Supplemental airline Pace Airlines: Certification for Etops. Certif ication of the Boeing 737, 757 and 767. Implementing all facets of selection, hiring and tr aining for a 300% growth of work force from October 2003 through 2005. CCAIR: Certification of the Dash 8 aircraft. Development and approval of the 121 In-flight training programs. QUALIFICATIONS Certified Flight Attendant

EDUCATION Graduate of Lima Senior High School; Lima, OH Jeff Magee Leadership Seminar Crew Plan 101, Sabre Certified flight attendant on Shorts 360, Dash 8, 737, 757, MD80 and 767

COMPUTER SKILLS Microsoft Word, Sabre Crew Trac and Crew Plan, Powerpoint, FOS

References furnished upon request

## GERALDINE ANSELMI

MANAGEMENT AND SUPERVISION
A self-motivated, energetic, detail-oriented manager with over thirty years experience in the development of highly efficient, productive teams. Know how to analyze and solve complex/difficult problems. Areas of expertise include: quality control, the complete employee hiring and training process, the planning and implementation of new departments and stations; airline security and safety, excellent computer skills.

PROFESSIONAL EXPERIENCE

Orange Air, LLC September 2012 –Present

Orange Air is a start up Part 121 Charter Airlines seeking DOT and FAA approval. Currently I am performing all Human Resources and accounting functions along with Manager of Stations.

Avantair July 2011-Present Owner Services Representative

 

### Avantair is a Fractional Ownership Company in Aviation. As Owner Services Representative, I am responsible for taking owner’s request for flights, ensuring the airports they wish to fly to have the capabilities, fuel, runway length and width for a Piaggio 180 to land and be handled by the local FBO. Resolves owner requests, questions, and concerns frequently requiring analysis of situations to determine possible internal process issues. Also book car rental, limos and catering request to the specification of the owner. As of January 2012, I was promoted to Quality Control Coordinator. This position ensures all trips are booked correctly, airports meet specificati ons, catering and rental cars and FBO.

Falcon Air Express May 2010-July 2011 Manager of Stations

In charge of setting up new stations, ensuring compliance with all FAA regulations, hazmat and security policies and procedures. Designed and implemented training program for all charter stations, for aircraft handling (MD80), Hazmat, General Security. Made changes in Station Operations manual for compliance with 14 CFR Part 383, Carryon Baggage and Exit Seating Programs. Booking all crewmembers flights and hotels in order to cover all scheduled flights. Ordering ground equipment such as an airstart, GPU and air conditioning carts to support Falcon’s aircraft. On international

### flights completing all General Declarations, Crew Declarations and entering APIS information for crews and passengers. Qualified Instructor for Hazmat, Security, CSG and Customer Service and ATOS knowledgeable. .

Capital Cargo International Airlines May 2006 to Feb. 2010

Training Coordinator May 2006 to Feb. 2010

Was the only employee in the training department and reported directly to the Director of Training. Capital Cargo added 757 to their certificate, I was responsible for developing and writing training manual for this aircraft to include initial, transition, upgrade and recurrent training policies and procedures. Other duties are as follows:

 

### Schedule all Pilots and Flight Engineers for initial, recurrent, upgrade and/or recurrent training. Ensuring authorized ground instructors and Check Airmen are scheduled as per the needs of the training. And ensure training records, scheduling, and document policies and procedures are strictly adhered to, including:

 

### Training records are handled properly, accurate, complete, organized, and secure

 

### Documents for crewmember and dispatcher are valid and current (e.g., passports, licenses)

 

### Ensure completed training records and other documents are promptly and correctly entered and filed and are entered into pertinent systems in a timely

manner.

 

### Maintain the training schedule and qualification records to ensure training requirements are met and that qualifications are properly documented

 

### Audit and validate the training records and qualifications of affected employees and bring any discrepancies to the atte ntion of the Director of Training and

Standards.

 

### Maintain a complete and accurate database of documents that is accessible to all required personnel

 

### Assist in process development in order to maximize efficiency, reduce cost, and ensure regulatory compliance

 

### Coordinate with the FAA, other Compa ny departments, training providers, and affected employees to ensure all training requirements are met, scheduled, and clearly communicated

 

### Coordinate with the Travel Department to ensure all travel and lodging requirements are met 

### Ensure efficient usage of training resources and assignment of affected employees to training

 

### Ensure any qualification issues are addressed in a timely manner

 

### Generate and update required reports

 

### Coordinate with the Manager of Flight Operations training to assist other departments as required

Manager of Security Mar. 2007 to Feb. 2010 Liaison between Capital Cargo and Homeland Security. Responsibilities were to ensure total compliance by Capital Cargo with all rules and regulations as set forth by Homeland Security.

B-727 Simulator Coordinator May 2009 to Feb. 2010 Booking all outside companies and the FAA for simulator time in Capital Cargo’s B-727 simulators. After sessions were completed, issuing invoices and taking payments for simulator usage.

Pan Am Clipper Connection Jun.2005 to Oct. 2005 Station Manager Responsibilities included overseeing the entire operation at St. Petersburg/Clearwater Airport. Hiring and training personnel for ticket counter and gate functions. Interacting with another company performing ramp and fueling functions and ensuring they were trained in accordance with Pan Am Clipper Connection standards. Company ceased operation at St. Petersburg/Clearwater Airport

Skyservice Airlines Feb. 2004 to Dec. 2005 Station Manager Responsibilities included overseeing the entire operation at St. Petersburg/Clearwater Airport for Skyservice airlines, Canadian Charter Airline. Interacting with another company performing customer service, ramp and fueling functions and ensuring they are trained in accordance with Skyservice standards. Verifying all passengers have proper documents for international travel, correct information sent via APIS/APHIS to US and Canadian customs and immigrations authorities.

SOUTHEAST AIRLNES, Largo, Fl. Oct.2003 to Nov.2004

Director of Stations Responsibilities included overseeing the operations at seven airports with over 500 employees and seven Station Managers repor ting directly, purchase and distribution of

### aircraft catering, training all personnel at th e seven airports. Setting up of new stations, negotiating landing rights, ground handling, fueling and training of all personnel at the new stations, responsible for all customer service written correspondence and phone calls at the headquarters in Largo, Fl., setting up all charter requests including procuring the aircraft, stations, fueling and staffing in orde r for the charter to operate. Company closed down December 1, 2004.

CARIBBEAN SUN AIRLINES, Fort La uderdale, Fl. Feb.2002 to Oct.2003 Manager of Commercial Operations Jan. 03 to Oct. 03 Responsibilities included, programming of company’s computer system (Gabrielle) for all Caribbean Sun flights, fares, and schedules, filing fares with various Foreign Countries and United States governments. Negotiated with Travel Agents both US and foreign for purchase of discounted fares for gr oups and charters. Also assisted with crew scheduling.

Manager of Ground Services Feb, 02 to Jan, 03 Part of the team responsible for starting a new airline and obtaining a certificate for a 121 Schedule Carrier. After receiving certificate responsibilities included, negotiating landing rights with foreign counties, ground handlers and fuel companies, obtaining space for Caribbean Sun Airlines operations, training of personnel to FAA and Department of Transportation rules and requirements. Wrote Station Manual for company that was FAA accepted.

SOUTHEAST AIRLINES. Largo, Fl. Feb.1998 to Feb.2002

Director of Administration Accounting responsibilities included all accounts receivable, payable and payroll. Human Resource, background checks on all new employ ees, verify previous drug and alcohol records, obtain all records, NDR check and FAA records check for Pilots. Administer all medical, dental benefits, workers compensation and unemployment. Southeast Airlines' Anti-Drug and Alcohol Manager responsible for all aspects of this FAA program. Set up all aircraft maintenance contracts, fueli ng contracts and Ground Handling contracts for

charters..

SUN JET INTERNATIONAL, Clearwater, FL Mar.1994 to Feb.1998 Manager Accounting/Payroll Responsibilities included all aspects of Accounts Payable/Receivable ; prior responsibilities included: Human Resource development and management and Baggage

Service management; report to all company officers.

EAGLE AIRLINES, St. Petersburg, Florida Oct.,1993 - Mar,1994 Customer Service Supervisor

### Responsible for all functions of airport operations including: hiring, training, and supervision of employees, coordination of all functions relating to passenger service. Produced 100% on time performance and reduced turn around time by over 50%. Company filed for bankruptcy March, 1994.

PLEASANT HAWAIIAN HOLIDAYS, Westlake Village, CA Aug.,1991 - Jun,1993 Group Airspace Coordinator Responsible for the purchasing of all group airspace; pricing negotiations; booking of hotel accommodations. Proficient with computer systems for Apollo, Datas and

Hawaiian Airlines.

 Received Employee of the Month Commendation.

 Coordinated the entire preparation for 50 th 

### Anniversary for approximately 4,000 members and families of the famous 442 nd 

### Regiment; over one year in the planning; included: all hotel and airline accommodations, ground transportation, banquets, and memorial services.

EASTERN AIRLINES Aug., 1972 - Jan.,1991 Almost twenty years broad-based experience with Major Airline Carrier in five large metropolitan locations; Positions included: Airport Operations Manager, Airport Supervisor, Quality Control Auditor, Baggage Analyst, Reservations Supervisor. Company closed from bankruptcy in January, 1991.

### Jacob Serfati

Professional Standing:



### CEO and Director for International Business Development of a Sales-Driven Pharmaceutical Products and Disposable Medical Supplies Company, with ample tr ading experience in/to Latin America and Caribbean markets. Demonstrated market aggressiveness, entreprene urial initiative and strong leadership skills capable

to lead and work with more than 1.400 em ployees at all levels of the organization

Management Summary : Marketing/Business Management Expertise



### Twenty three + years of experience in the Pharmaceutical business field. Strong back ground in creating and implementing successful business results-oriented projects while balancing executive level management with a dedicated “hands-on” personality and team-work to reach goals under an ROI base scenario.

Transformational Business Success



### Develop the Jayor Group of Companies, from a US$500k-small company in 1991 to a trans-national enterprise with revenues exceeding the US$140MM per year.

Career Highlights and Major Accomplishments :

JAYOR GROUP 1991- CURRENT JOB (Miami-FL-USA ) 

### Director of Jayor Group, a Multi-Country Pharmaceutica l Company with operating bases in Venezuela, El Salvador and Mexico but with market sales coverage throughout the entire Central America, South America and Caribbean Regions. Company specializes in the manufa cturing, global sourcing an d trading of a complete portfolio of Pharmaceutical Products and Medical Su pplies for the South-Central America and Caribbean

markets. Since its origin in 1991 the company has experienced a tremendous growth from a US$500K revenue singlemarket company to becoming a US$140MM regional multi-market operation, in 2010. Led and executed all procurement/marketing/commercia l strategies and programs for the development of each domestic market individually, while simultaneousl y creating the necessary structure and organizational set-up to cope with the ambitioned ac celerated growth and global trading. Moved to Miami in 2000, a strategic hub for Latin Am erica, which helped the pursue and achievement of these ambitious business and personal goals.

PHARMACIA . 1989 – 1991 (Caracas-Venezuela) 

### International service manager, for Latin American coun tries. Responsible for meeting and exceeding annual goals, ensuring long-term growth through new businesse s acquisitions and of existing product lines through strategic planning, execution of marketing, tactical sales & distribution programs maximizing budget resources

and team effort.

ABBOT LABORATORIES. 1987-1989+ (Caracas-Venezuela) 

### Direct management responsibilities over a very aggre ssive Company Division. Responsible for managing a vertically integrated operation including manufacturin g, imports, sales and distribution of pharmaceutical products and medical supplies associated with a variety of different businesses areas. Strategic planning and coordination of company’s aggressive growth objective s over the two years in the company with exceeding

results

### Jacob Serfati

Education :

Universidad Simon Bolivar , Caracas –Venezuela . (1982-–1987 ).
 Electronic Engineer; graduated Magna Cum Laude.December 31 2011December 31 2012June 30 2013AssetsCurrentCash 13,11612,82955,418Accounts Receivable 44,59068,39791,521Other Current Assets 92,019312,396272,529Total Current Assets 149,725$ 393,622$ 419,468$Property and EquipmentProperty and Equipment 19,508-57,407Accumulated Depreciation 1,1781,1751,17720,685.06$ 1,175.00$ 58,583.85$Total Assets 170,410$ 394,797$ 478,052$LiabilitiesCurrent LiabilitiesAccounts Payable and Accrued Expenses 15,345$ 209,559$ 102,981$Total Current Liabilities 15,345209,559102,981Long Term LiabilitiesNotes Payable -$ -$ -$Long Term Liabilities ---Total Liabilities 15,345$ 209,559$ 102,981$EquityMembers Equity 1,072,448$ 3,475,884$ 4,740,384$Members Distributions ---Retained Earnings(917,384)(3,290,646)Net Income (917,384)(2,373,262)(1,074,668)Total Equity155,064185,238375,071Total Liabilities and Equity 170,410$ 394,797$ 478,052$201120122013TotalPre-operatingPre-operatingPre-operating Pre-operatingExpensesExpensesExpensesExpensesMarch - December January-December January-June From InceptionSalesRevenues-$-$-$-$ExpensesWages and benefits - line staff-$159,540$135,591$295,131$Wages and benefits - administrative667,3371,213,945460,6882,341,970Maintenance and Repairs3,010353,171104,182460,363Aircraft Leasing and Insurance----Proving Flights----Administrative Expenses188,024349,461293,927831,412Other Operating Expenses108,422368,42990,474567,325TotalOperatingExpenses966,793$ 2,444,546$ 1,084,862$ 4,496,201$NetIncome(Loss)(966,793)$ (2,444,546)$ (1,084,862)$ (4,496,201)$UnauditedJul-13Aug-13Sep-13Oct-13Nov-13Dec-13Jan-14SalesRevenuesExpensesWages and benefits - line staff35,148$35,148$53,375$53,375$53,375$53,375$53,375$Wages and benefits - administrative90,91190,911108,000108,000108,000108,000108,000Maintenance and Repairs54,20060,00077,55077,55077,55077,55077,550Aircraft Leasing and Insurance95,00095,00095,00095,00095,00095,000Depreciation and Reserves60,00060,00060,00060,00060,00061,667Administrative Expenses82,34182,00082,00082,00082,00082,00082,000Other Operating Expenses17,68030,00016,40016,40016,40016,40016,400Total Operating Expenses280,281$453,059$492,325$492,325$492,325$492,325$493,992$Net Income (Loss)12 MonthFeb-14Mar-14Apr-14May-14Jun-14TotalSalesRevenuesExpensesWages and benefits - line staff53,375$53,375$53,375$53,375$53,375$604,046$Wages and benefits - administrative108,000108,000108,000108,000108,0001,261,822$Maintenance and Repairs77,55077,55077,55077,55077,550889,700$Aircraft Leasing and Insurance95,00095,00095,00095,00095,0001,045,000$Depreciation and Reserves61,66761,66761,66761,66761,667670,002$Administrative Expenses82,00082,00082,00082,00082,000984,341$Other Operating Expenses16,40016,40016,40016,40016,400211,680$Total Operating Expenses493,992$493,992$493,992$493,992$493,992$5,666,592$Net Income (Loss)UnauditedProjected Launch Dat e September-13

Fleet Type: MD-83s

Proving

Aircraft Run #1 In Service 1 Aug-13 Sep-13 Lease

Charter Revenues Minimum Monthly Hours, per Aircraft 150 Minimum Annual Hours, per Aircraft 1,800

ACMI Rate per hour

Operating Expenses

Payroll

Crewing per aircraft (2.5 crews) 15 Administrative personnel 10

Salary & wages per employee

Crews Administrative personnel

Benefits as % of salary and wages

Crews Administrative personnel

Maintenance Per block hour (maintenance plus c-check reserves) 517 $

Aircraft Leasing Monthly lease, including insurance 95,000 $

Depreciation and Reserves Office equipment/computers - 5 year life Estimated Annual depreciation expense 80,000 $

Funding Available, Orange Air Holdings LLC Line of Credit Funding Provided by Orange Air Holdings LLC through 6/30/13 4,740,384 Total funding provided and available 4,740,384 $

Capital Requirements

Preoperating Expenses 733,340 $ Equipment Purchases 100,000 12 Month Operating Expenses 6,218,100 $ DOT Reserve Required (25% 12 Month Op Exp) 1,554,525 Total Capital Requirement 2,387,865 $

Excess funding availabl e 2,352,519 $August 31, 2014

Assets

Current

Cash 75,000
Accounts Receivable 5,760,000 Other Current Assets 300,000 Total Current Assets 6,135,000 $

Property and Equipment

Property and Equipment 57,407 Accumulated Depreciation 1,177 58,584 $

Total Assets 6,193,584 $

Liabilities

Current Liabilities

Accounts Payable and Accrued Expenses 5,927,904 $
Total Current Liabilities 5,927,904

Long Term Liabilities

Notes Payable - $ Long Term Liabilities -

Total Liabilities 5,927,904 $

Equity Members Equity 5,000,000 $

Members Distributions Retained Earnings (4,300,736) Net Income (433,584) Total Equity 265,680

Total Liabilities and Equity 6,193,584 $