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700 SW 34 STREET SUITE 100 FT. LAUDERDALE, FLORIDA 33315 

PHONE - 954-359-8266 FAX - 954-862-8902 

December 18, 2011 

Ms. Lauralyn J. Remo Chief 

Air Carrier Fitness Division 

1200 New Jersey Avenue, SE 

Washington DC 20590 

Responses regarding information request - Twin Air Calypso Limited Inc. a~ 

Re: Docket DOT - OST - 2011 - 0143, Application of Twin Air Calypso 

Limited Inc. for Commuter Air Carrier Authority 

Dear Ms. Remo: 

Please find below our responses to your request for additional and clarifying information for fitness to 

conduct scheduled service air transportation as a commuter air carrier. 

GENERAL INFORMATION 

Response to Item la.regarding Check Ride Violation 

The settlement amount agreed to is $9,000.00 payable over nine months beginning December 15,2011. 

The December payment has been tendered. The action was brought against Twin Air Calypso Limited, 

inc. for accepting a current 135.299 check-ride as part of previously approved training form another 

operator. Our FAA approved training program allows us to accept training from another operator as 

"previously approved training" for a new-hire pilot. The acceptance of "previously approved training" 

was included in our training program pursuant to a letter from our Flight Standards District Office dated 

in 1995 which included all required check-rides including the 135.299. Sometime subsequent to 1995 it 

was determined that the 135.299 check-ride would no longer be accepted as "previously approved 

training". We were not made aware of this change. To avoid excessive legal expenses and to close this 

matter prior to the commuter application I accepted the settlement as being in the company's best 

interest. 

Response to Item lb. - Check-Ride Violation 

To avoid the future possibility of the same type of incident form occurring we have amended our training 

program to reflect the revised FAA policies regarding "previously approved training". 

Response to Item 2a and 2b. - Employees 

Please see "Twin Air Calypso Limited, Inc. Employee Roster" following this narrative for the information 

requested in this item. 

Response to Item 3a., b., c, d. - Aircraft 

Please see "Twin Air Calypso Limited, Inc. Aircraft Listing" following this narrative for the information 

requested in this item. 
700 SW 34 STREET SUITE 100 FT. LAUDERDALE, FLORIDA 33315 

PHONE - 954-359-8266 FAX - 954-862-8902 

CORPORATE STRUCTURE AND OWNERSHIP 

la.-l Stock Ownership 

As allowed by Colorado law, the Board of Directors amended the by-laws of Avstar Aviation Group, Inc to 

create a "Foreign Stock Registry". Please see article II Section 13 and Article XI of the amended by-laws 

attached. 

la.-2 Stock Types 

Common Stock - 500,000,000 shares authorized, all issued, no conversion rights to another class or 

series, no Board of Director rights, one vote per share, no right to automatic or minimum dividend, no 

consequences to failure to pay dividend, last in liquidation preference 

Preferred Stock -100,000,000 shares authorized, none issued,, no conversion rights to another class or 

series, no Board of Director rights, one vote per share, no right to automatic or minimum dividend, no 

consequences to failure to pay dividend, first in liquidation preference 

l b. Based upon the list of stockholders provided by our transfer agent as of 9/30/2011 there is no 

individual, or corporation that own or controls 5 percent or more of the of the voting stock of Avstar. For 

any stock held by one individual, or group, including that held in "street name" it is incumbent on the 

owner or beneficial owner to file notice of such ownership under Rule 13 of the SEC. As of this time no 

such notices have been filed. 

Ic. Stock Options 

As of this time there is no individual or organization holding an exercisable option to convert debt for 

common stock since there is no common stock available for issuance. No options have been issued for 

the conversion of debt to preferred stock. 

2a, b, c. Officers and Managers 

Please see "Corporate Structure and Ownership" following this narrative for the requested information. 

OPERATING PLAN-STATUS OF APPLICATION FOR OPERATION TO CUBA 

Twin Air Calypso Limited, Inc. was asked to clarify several points on our application as a Service Provider 

to Cuba in a letter dated November 30, 2011 from the Office of Foreign Assets Control (OFAC). These 

points were addressed in a response letter from the company dated December 12,2011. The application 

is continuing to be processed by OFAC and we expect approval in January. 

By law all flights to Cuba are operated on an ad-hoc charter basis. We will not require any additional 

equipment, facilities or personnel to provide the anticipated Cuba service. 
700 SW 34 STREET SUITE 100 FT. LAUDERDALE, FLORIDA 33315 

PHONE - 954-359-8266 FAX - 954-862-8902 

FINANCIAL POSITION 

l a. Financial Statements 

Please find attached the Balance Sheet dated 9/30/2011 and the Profit and Loss Statement for the 

period of January 1, 2011 thru September 30, 2011. Avstar purchased the Twin Air Calypso Limited on 

August 19,2011. Prior to that time Twin Air Calypso Limited, Inc. had operated as an "S" corporation 

under IRS rules. Upon the purchase by Avstar the corporation became a " C corporation. Because of the 

different methods of accounting between an "S" and "C" corporation the financial statements prior to 

January 1, 2011 are not a fair representation of the company's financial position for the purpose of this 

application. 

2a. Projected Pre-Operating Costs 

Down payment for increased insurance limits $ 7,500.00 

Initial Operating Experience Flights 10 hours @ $400.00/hr $ 4,000.00 

N44LP Refurbishment $40,000.00 

2b. Aircraft Refurbishment 

N44LP $40,000.00 

N528FA $5O,(W0.0O 

2c. Sources of Funding 

These costs will be provided from current cash and operations. 

3.a, b. Projected Profit and Loss 

Please see 'Twin Air Calypso Limited, Inc. Projected Profit and Loss Fiscal year 2012" following this 

narrative. 

4. Avstar Continuing Losses 

Any continuing losses due to the l^acy debt of Avstar will not be funded from the operations of Twin 

Air calypso Limited, Inc. 
700 SW 34 STREET SUITE 100 FT. LAUDERDALE, FLORIDA 33315 

PHONE - 954-359-8266 FAX - 954-862-8902 

COMPUANCE DISPOSITION 

The contents of this application and the attached enclosures (exhibits) are true and correct to the best of 

my knowledge and belief. Pursuant to Title 18 United States Code Section 1001,1 Clayton I. Gamber, in 

my individual capacity and 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 of the application. I understand that an individual 

who is found to have violated the provisions of 18 U.S.C. section 1001 shall be fined or imprisoned not 

more than five years or both. 

Claytpri I. Gamber 

President and Director of Operations 

Cc: Docket DOT - OST - 2011 - 0143 

Mr. Sergio Lopez 

South Florida Flight Standards District Office 19 

2895 SW 145th Avenue 

Miramar, FL 33027 

Mr. Kent George 

Airport Director 

Fort Lauderdale - Hollywood International Airport 

100 Aviation Boulevard 

Fort Lauderdale, Florida 33315 
TWIN AIR CALYPSO LIMITED, INC EMPLOYEE ROSTER 

EMPLOYEE 

CLAYTON GAMBER 

XXXXXXXXXXXXXXXXXXXXXXXXX> 

ARTHUR STEVENSON 

XXXXXXXXXXXXXXXXXXXXXXXXX> 

LUCIANO HORNA 

XXXXXXXXXXXXXXXXXXXXXXXXX> 

WALTER LEBLANC 

KENNETH KOLHEIM 

FERNANDO BOCANEGRA 

BERNDSENNHENN 

NAKEREEM SEEPERSAD 

WILLIAM PARRA 

BRUNO CONSTANTINI 

OSCAR LUTIN 

GRETCHEN MCNAUGH 

TRISHMAREE THOMPSON 

KAREN SHERMAN-JOHNSON 

HELENA HAVMER 

KWAME SMITH 

GEORGE INGRAHAM 

ROBERTO SMITH 

RENATA NIXON* 

GEORGETTE ADDERLY* 

DIXIE CALIXTE* 

KAREN ROLLE* 

JANICE MEADOWS* 

POSITION 

PRESIDENT 

DIRECTOR OF MAINTENANCE 

DIRECTOR OF OPERATIONS 

PILOT 

CHIEF PILOT 

PILOT 

PILOT 

PILOT 

PILOT 

PILOT 

MECHANIC 

MECHANIC 

MECHANIC 

MECHANIC 

CUSTOMER SERVICE REP 

CUSTOMER SERVICE REP 

CUSTOMER SERVICE REP 

CUSTOMER SERVICE REP 

RAMP AGENT 

RAMP AGENT 

CUSTOMER SERVICE REP 

CUSTOMER SERVICE REP 

CUSTOMER SERVICE REP 

CUSTOMER SERVICE REP 

CUSTOMER SERVICE REP 

CUSTOMER SERVICE REP 

LOCATION 

USA 

XXXXXXXXXXXXXXXXXXX 

USA 

XXXXXXXXXXXXXXXXXXX 

USA 

XXXXXXXXXXXXXXXXXXX 

USA 

USA 

USA 

USA 

USA 

USA 

USA 

USA 

USA 

USA 

USA 

USA 

USA 

USA 

BAHAMAS-ABACO 

BAHAMAS-ABACO 

BAHAMAS-ABACO 

BAHAMAS-ELEUTHERA 

BAHAMAS-ELEUTHERA 

BAHAMAS -ELEUTHERA 

CITIZENSHIP 

USA 

XXXXXXXXXXXX 

SOUTH AFRICAN 

XXXXXXXXXXXXX 

USA 

XXXXXXXXXXXXX 

USA 

USA 

COLOMBIAN 

GERMAN 

TRINIDAD 

USA 

PERU 

BAHAMAS 

USA 

USA 

USA 

BAHAMAS 

USA 

BAHAMAS 

BAHAMAS 

BAHAMAS 

BAHAMAS 

BAHAMAS 

BAHAMAS 

BAHAMAS 

^CONTRACT AGENTS IN BAHAMAS 

TOTAL EMPLOYEES USA 

TOTAL EMPLOYEES BAHAMAS 

17 

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11:16 AM 

12/17/11 

Accrual Basis 

Twin Air Calypso Limited, inc. 

Profit & Loss 

January through September 2011 

Jan - Sep 11 

Income 

4000 • FHght Revenue 

4010 • Charter Revenue 

4020 • Passenger Revenue 

4040 • Other Revenue 

4000 • Flight Revenue - Other 

Total 4000 • Flight Revenue 

Total Income 

Cost of Goods Sold 

5000 Cost of Goods Sold 

5100-Aircraft Costs 

5110 •l.«ase Costs 

5120 • Insurance Costs 

5130 • Fuel and OH 

5150 • Maintenance - Recurring Parts 

5160 • Maintenance - Overhaul Parts 

5170 • Crew l.abor 

5180 • Sul>Contract Aircraft Costs 

5100 • Aircraft Costs - Other 

Total 5100 • Aircraft Costs 

5200 Station Costs 

S210 - Abaco 

5214 • Labor - Agent 

5216 Labor-Handler 

5218 • Rent 

Total 5210 • Abaco 

5220 • Eleuthera 

5224-Labor-Agent 

5226 Labor-Handlers 

5228- Rent 

Total 5220 Eleuthera 

5230 • Ft Lauderdale 

5234-Labor-Agent 

5236-Labor-Handler 

Total 6230 • Ft Lauderdale ~ " 

5200 - Station Costs • Other 

Total 5200-Station Costs 

5300 - Transient Fees 

5310 - Customs Charges 

5330 - Landing Fees 

5340 - Baggage Handlers 

5350-Other Fees 

5300 • Transient Fees - Other 

Total 5300 - Transient Fees 

Total 5000 • Cost of Goods Sold 

Total COGS 

Gross Prcrfit 

137,389.61 

1,440,436.16 

136,108.74 

22,112.68 

445.00 

1,736,492.19 

1,736,492.19 

58,507.00 

76,566.20 

634,170.62 

128,173.20 

63,522.28 

5,906.02 

95,329.50 

50,659.53 

1,095.00 

1,113,929.35 

12,100.00 

0.00 

5,897.60 

17,997.60 

6,420.00 

1,030.00 

2,690.00 

10,140.00 

62,407.32 

57,268.00 

119,675.32 

0.00 

147,812.92 

33,374.79 

18,046.32 

12,994.95 

12,359.70 

225.M 

77,000.76 

1,338,743.03 

1,338,743.03 

397,749.16 

Pagel 
11:16 AM Twin Air Calypso Limited, Inc. 

12/17/11 Profit & Loss 

Accrual Basis January through September 2011 

Jan-Sep 11 

Expense 

6000 • Operating Expenses 

6010 • Administrative Labor 

6020 - Advertising and Promotion 

6030 - Automobile Expense 

6040 - Bank Service Charges 

6050 Bad Debt Expense 

6060 • Credit Card Processing Fees 

6070 • Communications 

6110 • Dues 

6120 - Equipment 

6124 - Rental 

6128 - Repairs 

6120 - Equipment - Other 

Total 6120 • Equipment 

6130 • FacHlly 

6132 - Rent 

6134 - Repairs 

6136Jamitorial 

ToUI6130-Facilily 

6140 • Insurance 

6144 • Other 

Total 6140 - Insurance 

6150 - Interest 

6152 - Loan Interest 

Total 6150 - interest 

6160 - Licenses and Permits 

6170 - Postage and Deiiveiy 

6180 - Printing 

6190 Office Supplies 

6200 - Professional Fees 

6201 • Accounting 

6203-Legal 

Total 6200 - Professional Fees 

6210 - Subscriptions 

6230 - Travel and Entertainment 

6231 - Travel 

6232 - Entertainment and Meals 

Total 6230 - Travel and Entertainment 

6240 - Utilities 

6241 - Electalc 

Total 6240-Utilities 

6250 - Payroll Expenses 

6252-Medical Allowance 

6250 • PaynM Expenses - Other 

Total 6250 - Payroll Expenses 

Total 6000 - Operating Expenses 

Total Expense 

Net income 

107,792.37 

4.358.40 

3,824.51 

10,079.02 

900.00 

92,896.31 

18,686.53 

650.00 

999.50 

2,832.94 

210.99 

4,043.43 

48,9//.60 

7,262.90 

3,107.95 

59,348.45 

1,000.00 

1,000.00 

1,500.00 

1,500.00 

1,037.00 

2,045.28 

3,433.87 

6,868.03 

1,000.00 

2,007.00 

3,007.00 

8,761.25 

3,474.37 

729.49 

4,203.86 

711.79 

711.79 

1,000.00 

1,323.00 

10,071.20 

12,394.20 

347,541.30 

347,541.30 

50,207.86 

Page 2 
12:1

7 PM 

12/17/11 

Accrual Basis 

Twin Air Calypso Limited, Inc. 

Balance Sheet 

As of September 30, 2011 

Sep 30,11 

Total Fixed Assets 

Other Assets 

AVSTAR Stocic Account 

19000 - Intercompany TACS 

Total (Nher Assets 

TOTAL ASSETS 

UABIUTIES S> EQUITY 

LiaUHtles 

Current LiaMities 

Accounts Payable 

20000 - Accounts Payable 

ASSETS 

Current Assets 

Checking/Savings 

Kenny B&T 

Office Bank 

Pilot Funds 

TACLComm 

Total Checking/Savings 

Accounts Receivable 

11000 • Accounts Recehrable 

Total Accounts Receivable 

SheHair Rent Deposit 

18000-Prepaid Insurance 

Total Other Current Assets 

Total Current Assets 

FbcedAss^s 

14000 - Commuter Authority License 

15000 • Furniture and Equipment 

16000 - Component Parts Purchased 

7,922.98 

450.11 

1,173.36 

23.039.63 

32,586.08 

68.880.42 

68,880.42 

4,007.00 

18.250.00 

22,257.00 

123,723.50 

24,500.00 

18,040.00 

34,098.12 

15,713.70 

92,351.82 

20,186.18 

31.943.74 

52.129.92 

268,205.24 

70,500.00 

Total Accounts Payable 

Other Current Liabilities 

24000-Payroll Liabilities 

24100 - Sales Tax Payments 

29200 - Cash Merchant Loan 

Total Other Current UabHtties 

Total Current Liabilities 

Long Term LUbHities 

DueA.Schulle 

DueFLL-Air.Inc 

DueH-LSchuHe 

Due MAS 

29000 - Due Prior StockhoMeis 

29100 • Due ClaytonGamber 

29500-Loan from SDA 

Total Long Term Liabilities 

70,500.00 

63,085.28 

-200.00 

22,082.59 

84,967.87 

155,467.87 

4,475.50 

-6,000.00 

27,000.00 

-16,620.95 

95,605.52 

30,529.04 

12,000.00 

146,989.11 

Total Liabilities 302,456.98 

Pagel 
12:17 PM Twin Air Calypso Limited, Inc. 

.,2/17,11 Balance Sheet 

Accrual Basis A s of September 30, 2011 

Sep 30,11 

Equity 

30000 - Opening Balance Equity 16.00 

30200 - Dividends Paid -443,000.00 

32000 • Retained Earnings 358,524.40 

Net Income 50,207.86 

Total Equity -34,251.74 

TOTAL UABILITIES & EQUITY 268,205.24 

Page 2 
11:17 AM 

12/17/11 

Accrual Basis 

Twrin Air Calypso Limited, Inc. 

Profit & Loss 

August 19 through December 31, 2010 

Aug 19-Dec 31,10 

income 

4000 Flight Revenue 

4010 • Charter Revenue 

4020 - Passenger Revenue 

4030 • Freight Revenue 

Total 4000 - Flight Revenue 

Total Income 

Cost of Goods Sold 

5000 • Cost of Goods Sold 

5100-Aircraft Costs 

5110-LeaseCosts 

5120 - Insurance Costs 

5130 Fuel and Oil 

5170-Crew Ubor 

5180 - Sub-Contract Aircraft Costs 

Total 5100-Aircraft Costs 

5200 • Station Costs 

5210 - Abaco 

5214-Labor-Agent 

Total 5210-Abaco 

44,899.00 

414,271.02 

91.483.17 

550,653.19 

550.653.19 

22,000.00 

29,950.00 

170,204.42 

16.801.25 

9,098.96 

2,314.45 

32,530.00 

101,448.84 

393,347.92 

2.600.00 

2.600.00 

5220 • Eleuthera 

S224-Labor-Agent 

Total 5220 - Eleuthera 

6230 - Ft Lauderdale 

5234-Labor-Agent 

5236-Labor-Handler 

Total 5230 - Ft Lauderdale 

Total 5200 - Station Costs 

5300 - Transient Fees 

5310 - Customs Charges 

Total 5300 - Transient Fees 

Total 5000 - Cost of Goods Sold 

Total COGS 

Gross Profit 

Expense 

6000 - Operating Expenses 

6010 - Adrrrinlsinrtlve Labor 

6020 - Advertising and Promotion 

6030 - Automobile Expense 

6040 - Bank Service Charges 

6060 - Credit Card Processing Fees 

6070 - Communications 

6120 - Equipment 

6128 - Repairs 

Total 6120 - Equipment 

8130 - Facility 

6132 - Rent 

6134 - Repairs 

6136 - Jamitoriai 

6130-FacHHy-Other 

Total 6130-FacHMy 

1.590.00 

1,590.00 

22,810.00 

28,550.00 

51.360.00 

55.550.00 

18.641.00 

18,641.00 

467.538.92 

467.538.92 

83,114.27 

55.950.00 

209.90 

1,578.10 

3,075.30 

33,605.25 

5,655.47 

300.00 

300.00 

7,900.00 

548.20 

1,017.00 

119.00 

9,584.20 

Pagel 
11:17 AM Twin Air Calypso Limited, Inc. 

12/17/11 Profit & Loss 

Accrual Basis August 19 through December 31, 2010 

6170 - Postage and Delhreiy 

6180 • Printing 

6190 Office Supplies 

6200-Professional Fees 

6201 • Accounting 

Total 6200 • Professional Fees 

6210 - Subscriptions 

6250 - Payroll Expenses 

6252-Medical AHowance 

6254-Payroll Taxes 

6250 - Payroll Expenses - Ottier 

Aug 19-Dec 31,10 

224.97 

449.76 

1,266.40 

0.00 

0.00 

6.496.00 

1,785.00 

0.00 

5.700.94 

Total 6250 - Payroll Expenses 7.485.94 

Total 6000 - Operating Expenses 125.861.29 

Total Expense 125.881.29 

Net income -42,767.02 

Page 2 
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BYLAWS 

OF 

AVSTAR AVIATION GROUP, INC. 

ARTICLE I 

OFFICES 

:-ARTMENT OF 

:^^•^!SPORTATION 

;'::.KF! OPERATIONS 

:ii "iFC 20 P 5 Ob 

The registered office of AvStar Aviation Group, Inc. (tiie "Corporation"), shall be located in the 

State of Colorado. The Corporation may have its principal office and such other offices either within or 

without the State of Colorado as the Board of Directors of the Corporation (the "Board") may designate 

or as the business of the Corporation may require. 

The registered office of the Corporation in the Articles of Incorporation (the "Articles") need not be 

Identical with the principal office. 

ARTICLE II 

SHAREHOLDERS 

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held each year on a 

date and at a time and place to be determined by resolution of the Board, for the purpose of electing 

directors and for the transaction of such other business as may come before the meeting. If the election 

of directors shall not be held on the day designated for the annual meeting of the shareholders, or at 

any adjournment thereof, the Board shall cause the election to be held at a special meeting of the 

shareholders. 

Section 2. Special Meetings. Special meetings of the shareholders for any purpose, unless otherwise 

provided for by statute, may be called by the president, the Board or by the president at the request of 

the holders of not less than one-tenth of all the shares of the Corporation entitled to vote at the 

meeting. 

Section 3. Place of Meeting. The Board may designate any place, either within or without the State 

Of Colorado, as the place of meeting for any annual or special meeting. If no designation is made, the 

place of meeting shall be the registered office of the Corporation in the State of Colorado. 

Section 4. Notice of Meeting. Written notice, stating the place, day and hour of the meeting and, in 

case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered as 

the laws of the State of Colorado shall provide. 
Section 5. I=ixing of Record Date. For the purpose of determining shareholders entitled to notice of 

or to vote at any meeting of shareholders or any adjournment thereof, or, shareholders entitled to 

receive payment of any dividend, or in order to make a determination of shareholders for any other 

proper purpose, the Board may fix in advance a date (the "Record Date") for any such determination of 

shareholders, which date shall be not more than 50 days prior to the date on which the particular action 

requiring such determination of shareholders is to be taken. If no Record of Date is fixed by the Board, 

the Record Date for nay such purpose shall be ten days before the date of such meeting or action. The 

Record Date determined for the purpose of ascertaining the number of shareholders entitled to notice 

of or to vote at a meeting may not be less than ten days prior to the meeting. When a Record Date has 

been determined for the purpose of a meeting, the determination shall apply to any adjournment 

thereof. 

Section 6. Quorum. If less than a quorum of the outstanding shares as provided for in the Articles 

are represented at a meeting, such meeting may be adjourned without further notice for a period which 

shall not exceed 60 days. At such adjourned meeting, at which a quorum shall be present, any business 

may be transacted which might have been transacted at the original meeting. Once a quorum is present 

at a dully organized meeting, the shareholders present may continue to transact business until 

adjournment, notwithstanding any departures of shareholders during the meeting which leave less than 

a quorum. 

Section 7. Voting Shares. Each outstanding share entitled to vote shall be entitled to one vote 

upon each matter submitted to a vote at a meeting of shareholders. 

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in 

writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the 

Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 

months from the date of its execution, unless otherwise provided in the proxy. Proxies shall be in such 

form as shall be required by the Board of Directors and as set forth in the notice of meeting and/or 

proxy or information statement concerning such meeting. 

Section 9. Voting of Shares by Certain Holder. Shares standing in the name of another corporation 

may be voted by agent or proxy as the bylaws of such corporation may prescribe or, in the absence of 

such provision, as the Board of Directors of such corporation may determine as evidenced by a duly 

certified copy of either the bylaws or corporate resolution. 

Neither treasury shares nor shares held by another corporation, if the majority of the shares entitled 

to vote for the election of directors of such other corporation is held by the Corporation, shall be voted 

at any meeting or counted in determining the total number of outstanding shares at any given time. 

Shares held by an administrator, executor, guardian or conservator may be voted by such fiduciary, 

either in person or by proxy, without a transfer of such shares into the name of such fiduciary. Shares 
standing in the name of a trustee may be voted by such trustee, either in person or by proxy, but no 

trustee shall be entitled to vote shares held by a trustee without a transfer of the shares into such trust. 

Shares standing in the name of a receiver may be voted by such receiver and shares held until the 

shares have been transferred on the books of the Corporation into the name of the pledgee, and 

thereafter the pledgee shall be entitled to vote the shares transferred. 

Section 10. Action of Consent of all Shareholders. Any action required to be taken or which may 

be taken at a meeting of the shareholders may be taken without a meeting, if a consent in writing, 

setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to 

the subject matter thereof. Such written consent of consents shall be filed with the minutes of the 

Corporation. Such action by written consent of all entitled to vote shall have the same force and effect 

as a unanimous vote of such shareholders. 

Section 11. Actions without Shareholders Meeting. Any action for which the laws of the State of 

Colorado require the approval of two-thirds of the shares of any class or series entitled to vote with 

respect thereto, unless otherwise provided in the Articles of Incorporation, shall require for approval the 

affirmative vote of a majority of the shares of any class or series outstanding and entitled to vote 

thereon. 

Any action required by the Colorado Corporation Code to be taken at any annual or special meeting 

of shareholders, or any action which may be taken at any annual meeting or special meeting of the 

shareholders, may be taken without a meeting, without prior notice, and without a vote, if shareholders, 

holding shares having not less than the minimum number of votes that would be necessary to authorize 

or take such action at a meeting at which all of the shares entitled to vote thereon were present and 

voted, consent to such action in writing. 

Section 12. Inspectors. The Board may, in advance of any meeting of shareholders, appoint one 

or more inspectors to act a such meeting or any adjournment thereof. If the inspectors shall not be so 

appointed or if any of them shall fail to appear or act, the chairman of the meeting may appoint 

inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath 

ftilthfully to execute the duties of inspector at such meeting with strict impartiality and according to the 

best of his ability. The inspectors shall determine the number of shares outstanding and the voting 

power of each, the number of shares represented at the meeting, the existence of a quorum, the 

validity and effect of proxies and shall receive votes, ballots or consents, hear and determine all 

challenges and questions arising in connection with the right to vote, count and tabulate all votes, 

ballots or consents, determine the result and do such acts as are proper to conduct the election or vote 

with fairness to all shareholders. On request of the chairman of the meeting or any shareholder entitled 

to vote thereat, the inspectors shall make a report in writing of any challenge, request or matter 

determined by them and shall execute a certificate of any fact found by them. 
Section 13. Foreign Share Ownership. 

(a) Ownership. A separate stock record, "Foreign Stock Record", shall be designated for the 

registration of Voting Shares that are beneficially owned by citizens, companies or corporations from 

countries other than the United States of America (non-U.S. owners). The beneficial ownership of Voting 

Shares by non-U.S. owners shall be in accordance with regulations prescribed by the Board of Directors. 

(b) Maximum Ownership Percentage. Non-U.S. owners are limited to holding a "Maximum 

Percentage" of the company's Voting Shares as defined below. "Maximum Percentage" means the 

maximum number of Voting Shares a non-U.S. owner may hold at any given time in accordance with 

Foreign Ownership Restrictions or adversely affecting the Corporation's operating certificates or 

authorities. This "Maximum Percentage" is equal to no more than a total of 5% (Five Percent) of the 

total Outstanding Shares listed in the records of the Corporation's Transfer Agent of record. 

If at any time the Corporation shall find that the combined number of Voting Shares held by a 

non-U.S. owners and/or recorded in the Foreign Stock Record exceeds the "Maximum Percentage", the 

Corporation shall remove such number of shares so held and/or registered as is sufficient to reduce the 

combined voting power of said shares to an amount not to exceed the "Maximum Percentage". Shares 

removed shall be returned to the Corporation in the form of Treasury Shares. Said non-U.S. owners 

whose shares where removed shall be reimbursed the purchase price of said shares minus 20% for 

Corporation expenses. 

ARTICLE III 

BOARD OF DIRECTORS 

Section 1. General Powers. The Board shall have the power to manage the business and affairs of 

the Corporation in such manner as it sees fit. In addition to the powers and authorities expressly 

conferred upon it, the Board may do all lawful acts which are not directed to be done by the 

shareholders by statute, by the Articles or by these Bylaws. 

Section 2. Number. Tenure, and Qualifications. The number of directors of the Corporation shall 

not be less than one. Each director shall hold office until the next annual meeting of shareholders and 

until a successor director has been elected and qualified, or until the death, resignation or removal of 

such director. Directors need not be residents of the State of Nevada or shareholders of the 

Corporation. 

Section 3. Regular Meetings. A regular meeting of the Board shall be held, without other notice 

than is Bylaw, immediately after and at the same place as the annual meeting of shareholders. The 

Board may provide, by resolution, the time and place either within or without the State of Colorado, for 

the holding of additional regular meetings, without other notice than such resolution. 
Section 4. Special Meetings. Special meetings of the Board may be called by or at the request of 

the Chairman of the Board, the Chief Executive Officer or any two directors. The person or persons 

authorized to call special meetings of the Board may fix and place, either within or without the State of 

Colorado, as the place for holding any special meeting of the Board called by them. 

Section 5. Telephonic Meetings. Members of the Board and committees thereof may participate 

and be deemed present at a meeting by means of conference telephone or similar communications 

equipment by which all persons participating in the meeting can hear each other at the same time. 

Section 6. Notice. Notice of special meeting of the Board shall be given by telephone, telegraph 

or written notice sent by mail. Notice shall be delivered at least one day prior to the meeting (five days 

before the meeting if the meeting is held outside the State of Colorado) if given by telephone or 

telegram or if delivered personally. If notice is given by telegram, such notice shall be deemed to be 

delivered when the telegram is delivered by the telegraph company. Written notice may be delivered 

by mail to each director at such director's business or home address and, if mailed, shall be delivered at 

least five days prior to the meeting. If mailed, such notice shall be deemed to be delivered when 

deposited in the United States mail so addressed with postage thereon prepaid. Any director may waive 

notice of meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such 

meeting, except where a director attends a meeting for the express purpose of objecting to the 

transaction of any business because the meeting is not lawfully called or convened. Neither the 

business to be transacted at, nor the purpose of, any regular meeting of the Board need be specified in 

the notice of waiver of notice of such meeting. 

Section 7. Quorum. A majority of the total membership of the Board shall constitute a quorum 

for the transaction of business at any meeting of the Board, but if a quorum shall not be present at any 

meeting or adjournment thereof, a majority of the directors present may adjourn the meeting without 

further notice. 

Section 8. Action by Consent of All Directors. Any action required to be taken, or which may be 

taken at a meeting of the Board may be taken without a meeting, if a consent in writing, setting forth 

the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject 

matter thereof. Such written consent or consents shall be filed with the minutes of the Corporation. 

Such action by written consent of all entitled to vote shall have the same force and effect as a 

unanimous vote of such directors at a meeting of directors at which a quorum is present. 

Section 9. Manner of Acting. The act of a majority of the directors present at a meeting at which 

a quorum is present shall be an act of the Board. 

The order of business at any regular or special meeting of the Board shall be: 

1. Record of those present. 

2. Secretary's proof of notice of meeting, if notice is not waived. 
3. Reading and disposal of unapproved minutes, if any. 

4. Reports of officers, if any. 

5. Unfinished business, if any. 

6. New business. 

7. Adjournment 

Section 10. Vacancies. Any vacancy occurring in the Board by reason of an increase in the 

number specified in these Bylaws, or for any other reason, may be filled by the affirmative vote of a 

majority of the remaining directors, though less than a quorum of the Board may remain at the time 

such meeting considering filling such vacancies is held. 

Section 11. Compensation. By resolution of the Board, the directors may be paid their expenses, 

if any, for attendance at each meeting of the Board and may be paid a fixed sum for attendance at each 

meeting of the Board and a stated salary as director. No such payment shall preclude any director from 

serving the Corporation in any other capacity and receiving compensation therefore or from receiving 

compensation for any extraordinary or unusual services as a director. 

Section 12. Presumption of Assent. A director of the Corporation who is present at a meeting of 

the Board at which action on any corporate matter is taken shall be presumed to have assented to the 

action taken unless the dissent of such director shall be entered in the minutes of the meeting, filed in 

writing with the person acting as the secretary of the meeting before the adjournment thereof or 

forwarded by registered mail to the Secretary of the Corporation immediately after the meeting. Such 

right to dissent shall not apply to a director who voted in favor of such action. 

Section 13. Executive or Other Committees. The Board, by resolution adopted by a majority of 

the entire Board, may designate among its members an executive committee and one or more other 

co9mmittees, each of which, to the extent provided in the resolution, shall have all of the authority of 

the Board, but no such committee shall have the authority of the Board in reference to amending 

Articles, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease, 

exchange or other disposition of all or substantially all of the property and assets of the Corporation 

otherwise than in the usual and regular course of its business, recommending to the shareholders a 

voluntary dissolution of the Corporation or a revocation thereof, or amending the Bylaws. The 

designation of such committees and the delegation thereto of authority shall not operate to relieve the 

Board, or any member thereof, of any responsibility imposed by law. 

Any action required to be taken, or which may be taken at a meeting of a committee designated in 

accordance with this Section of the Bylaws, may be taken without a meeting, if a consent in writing 

setting forth the action so taken shall be signed by all those entitled to vote with respect to the subject 

matter thereof. Such written consent or consents shall be filed with the minutes of the Corporation. 

Such action by written consent of all entitled to vote shall have the same force and effect as a 

unanimous vote of such persons. 
Section 14. Resignation of Officers or Directors. Any director or officer may resign at any time by 

submitting a resignation in writing. Such resignation takes effect from the time of its receipt by the 

Corporation unless a date or time is fixed in the resignation, in which case it will take effect from that 

time. Acceptance of the resignation shall not be required to make it effective. 

Section 15. Notice Requirements for Director Nominations. Any nomination for election to the 

Board of Directors by the stockholders otherwise than pursuant to Board resolution must be submitted 

to the Corporation's secretary no laterS than 25 days and no more than 60 days prior to the meeting of 

stockholders at which such nominations are to be submitted. In the event notice of the meeting at 

which such nomination is desired to be submitted is not mailed or otherwise sent to the stockholders of 

the Corporation at least 30 days prior to the meeting, the Corporation must receive the notice of intent 

to nominate no later than seven days after notice of the meeting is mailed or sent to the stockholders by 

the Corporation.. Notices to the Corporation's Secretary of intent to nominate a candidate for election 

as a director must give the name, age, business address and principal occupation of such nominee and 

the number of shares of stock of the Corporation held by such nominee. Within seven days after filing 

of the notice, a signed and completed questionnaire relating to the proposed nominee (which 

questionnaire will be supplied by the Corporation to the person submitting the notice) must be filed 

with the Secretary of the Corporation. Unless the notice procedure is followed, the chairman of a 

stockholders' meeting may declare the nomination defective and it may be disregarded. 

ARTICLE IV 

OFFICERS 

Section 1. Number. The officers of the Corporation shall be a president, a secretary and a 

treasurer, all of whom shall be executive officers and each of whom shall be elected by the Board, and 

such other officers as the Board may designate from time to time. A Chairman of the Board, Vice 

Chairman of the Board and one or more Vice Presidents shall be executive officers, as may be deemed 

necessary, shall be designated administrative assistant officers and may be appointed and removed as 

the Chief Executive Officer decides. Any two or more offices may be held by the same person, except 

the offices of President and Secretary. 

Section 2. Election and Term of Office. The executive officers of the Corporation, to be elected 

by the Board, shall be elected annually by the Board at its first meeting held after each annual meeting 

of the shareholders or at a convenient time soon thereafter. Each executive officer shall hold office until 

the resignation of such officer or until a successor shall b duly elected and qualified, until the death of 

such executive officer, or until removal of such officer in the manner herein provided. 

Section 3. Removal. Any officer or agent elected or appointed by the Board may be removed by 

the Board whenever, in its judgement, the best interests of the Corporation would be served thereby, 

but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 
Section 4. Vacancies. A vacancy in any executive office because of death, resignation, removal, 

disqualification or otherwise may be filled by the Board for the unexpired portion of the term. 

Section 5. The Chairman of the Board. If a Chairman of the Board (the "Chairman") shall be 

elected by the Board, the Chairman shall preside at all meetings of the shareholders and of the Board. 

The Chairman may sign, with the officers authorized by the Chief Executive Officer or the Board, 

certificates for the shares of the Corporation and shall perform such other duties as from time to time 

are assigned the Chief Executive Officer or the Board. The Chairman of the Board may be elected as the 

Chief Executive Officer, in which case the Chairman shall perform the duties hereinafter set forth in 

Article IV, Section 7, of these Bylaws. 

Section 6. The President. The President may sign, with the officers authorized by the Chief 

Executive Officer or the Board, certificates for shares of the Corporation and shall perform such other 

duties as from time to time are assigned by the Chief Executive Officer of the Corporation, in which case, 

the President shall perform the duties hereinafter set forth in Article IV, Section 7, of these Bylaws. 

Section 7. The Chief Executive Officer. If no Chairman shall be elected by the Board, the 

President shall be the Chief Executive Officer of the Corporation. If a Chairman is elected by the Board, 

the Board shall designate, as between the Chairman and the President, who shall be the Chief Executive 

Officer. The Chief Executive Officer shall be, subject to the control of the Board, in general charge of the 

affairs of the Corporation. The Chief Executive Officer may sign, with the other officers of the 

Corporation authorized by the deeds, mortgages, bonds, contracts or other instruments whose 

execution the Board has authorized, except in the case where the signing and execution thereof shall be 

expressly delegated by the Board or these Bylaws to some other officer or agent of the Corporation, or 

shall be required by law to be otherwise signed or executed. 

Section 8. The Vice-Chairman of the Board. If a Chairman shall be elected by the Board, the 

Board may also elect a Vice Chairman of the Board (the "Vice Chairman"). In the absence of the 

Chairman or in the event of the death or inability or refusal to act of the Chairman, the Vice Chairman 

shall perform the duties of the Chairman and when so acting shall have all of the powers of and be 

subject to all of the restrictions upon the Chairman. The Vice Chairman may sign, with the other officers 

authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation and 

shall perform such other duties as from time to time may be assigned by the Chief Executive Officer or 

Board. 

Section 9. The Vice President. In the absence of the President or in the event of the death or 

inability or refusal to act of the President, the Vice President shall perform the duties of the President, 

and when so acting shall have all the powers of and be subject to all the restrictions upon the President. 

In the event there is more than one Vice President, the Vice Presidents in the order designated at the 

time of their election, or in the absence of any designation, then in the order of their election, shall 

perform the duties of the President and, when so acting, shall have all the powers of and shall be subject 
to all the restrictions upon the President. Any Vice President may sign, with the other officers 

authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation and 

shall perform such other duties as from time to time may be assigned by the Chief Executive Officer or 

the Board. 

Section 10. The Secretary. Unless the Board otherwise directs, the Secretary shall keep the 

minutes of the shareholders and directors' meetings in one or more books provided for that purpose. 

The Secretary shall also see that all notices are duly given in accordance with the law and the provisions 

of the Bylaws; be custodian of the corporate records and the seal of the Corporation; affix the seal or 

direct its affixation to all documents, the execution of which on behalf of the Corporation is duly 

authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation; have 

charge of the stock transfer books of the Corporation and perform all duties incident to the office of 

Secretary and such other duties as may be assigned by the Chief Executive Officer or by the Board. 

Section 11. The Treasurer. If required by the Board, the Treasurer shall give a bond for the 

faithful discharge of his duties in such sum and with such surety or sureties as the Board shall 

determine. He shall have charge and custody of and be responsible for all funds and securities of the 

Corporation, receive and give receipts for monies due and payable to the Corporation from any source 

whatsoever and deposit all such monies in the name of the Corporation in such banks, trust, companies 

or other depositories as shall be selected in accordance with the provisions of the Bylaws. The Treasurer 

may sign, with the other officers authorized by the Chief Executive Officer or the Board, certificates for 

shares of the Corporation and shall perform all duties incident to the office of Treasurer and such other 

duties as from time to time may be assigned by the Chief Executive Officer or the Board. 

Section 12. Assistant Officers. The Chief Executh/e Officer may appoint such other officers and 

agents as may be necessary or desirable for the business of the Corporation. Such other officers shall 

include one or more assistant secretaries and treasurers who shall have the power and authority to act 

in place of the officer for whom they are elected or appointed as an assistant in the event of the officer's 

inability or unavailability to act in his capacity. The assistant secretary or secretaries or assistant 

treasurer or treasurers may sign, with the other officers authorized by the Chief Executive Officer or the 

Board, certificates for shares of the Corporation. The assistant treasurer or treasurers shall, if required 

by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as 

the Board shall determine. The assistant secretaries and assistant treasurers, in general, shall perform 

such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chief 

Executive Officer or the Board. 

Section 13. Salaries. The salaries of the executive officers shall be fixed by the Board and no 

officer shall be prevented from receiving such salary by reason of the fact that such officer is also a 

director of the Corporation. The salaries of the administrative assistant officers shall be fixed by the 

Chief Executive Officer. 
ARTICLE V 

CONTRACTS. LOANS. CHECKS AND DEPOSITS 

Section 1. Contracts. The Board may authorize any officer or officers, agent or agents, to enter 

into any contract on behalf of the Corporation and such authority may be general or confined to specific 

instances. 

Section 2. Checks. Drafts. Etc.. All checks, drafts or other orders for the payment of money, 

notes or other evidence of indebtedness, issued in the name of the Corporation, shall be signed by such 

officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be 

determined by resolution of the Board. 

Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited 

from time to time to the credit of the Corporation in such banks, trust companies or other depositories 

as Board may select. 

ARTiaEVI 

CERTIFICATES FOR SECURITIES AND THEIR TRANSFER 

Section 1. Certificates for Securities. Certificates representing securities of the Corporation (the 

"Securities") shall be in such form as shall be determined by the Board. To be effective, such certificates 

for Securities (the "Certificate") shall be signed by (i) the Chairman or Vice Chairman or by the President 

or a Vice President; and (ii) the Secretary or an assistant Secretary or by the Treasurer or an assistant 

treasurer of the Corporation. Any of all of signatures may be facsimiles if the Certificate is either 

countersigned by the transfer agent, or countersigned by the facsimile signature of the transfer agent 

and registered by the written signature of an officer of any company designated by the Board as 

registrar of transfers so long as that officer is not an employee of the Corporation. 

A Certificated signed or impressed with the facsimile signature of an officer, who ceases by death, 

resignation or otherwise to be an officer of the Corporation before the Certificate is delivered by the 

Corporation, is valid though signed by duly elected, qualified and authorized officer, provided that such 

Certificate is countersigned by the signature of the transfer agent or facsimile signature of the transfer 

agent of the Corporation and registered as aforesaid. 

All Certificates shall be consecutively numbered or otherwise identified. Certificates shall state the 

jurisdiction in which the Corporation is organized, the name of the person to whom the Securities are 

issued, the designation of the series, if any, and the par value of each share represented by the 

Certificate, or a statement that the shares are without par value. The name and address of the person 

to whom the Securities represented hereby are issued, the number of Securities, and date of issue, shall 

be entered on the Security transfer books of the Corporation. All Certificates surrendered to the 

Corporation for transfer shall be cancelled and no new Certificate shall be issued until the former 
Certificate for a like number of shares shall have been surrendered and cancelled, except that, in case of 

lost, destroyed or mutilated Certificate, a new one may be issued therefore upon such terms and 

indemnity to the Corporation as the Board may prescribe. 

Section 2. Transfer of Securities. Transfer of Securities shall be made only on the security 

transfer books of the Corporation by the holder of record thereof, by the legal representative of the 

holder who shall furnish proper evidence of authority to transfer, or by an attorney authorized by a 

power of attorney which was duly executed and filed with the Secretary of the Corporation and a 

surrender for cancellation of the certificate for such shares. The person in whose name Securities stand 

on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all 

purposes. 

ARTICLE VII 

FISCAL YEAR 

The fiscal year of the Corporation shall be determined by resolution of the Board. 

ARTICLE VIII 

DIVIDENDS 

The Board may declare, and the Corporation may pay in cash, stock or other property, dividends on 

its outstanding shares in the manner and upon the terms and conditions provided by law and Articles. 

ARTICLE IX 

SEAL 

The Board shall provide a corporate seal, circular in form, having inscribed thereon the corporate 

name, the state of incorporation and the word "Seal." The seal on Securities, any corporate obligation 

to pay money or any other document may be fecsimile, or engraved, embossed or printed. 

ARTICLE X 

WAIVER OF NOTICE 

Whenever any notice is required to be given to any shareholder or director of the Corporation under 

the provisions of these Bylaws or under the provisions of the Articles or under the provisions of the 

applicable laws of the State of Colorado, a waiver thereof in writing, signed by the person or persons 
entitled to such notice, whether before, at or after the time state therein, shall be deemed equivalent to 

the giving of such notice. 

ARTiaEXI 

FOREIGN SHARE OWNERSHIP 

Section 1. Ownership 

A separate stock record, "Foreign Stock Record", shall be designated for the registration of Voting 

Shares that are beneficially owned by citizens, companies or corporations from countries other than the 

United States of America (non-U.S. owners). The beneficial ownership of Voting Shares by non-U.S. 

owners shall be in accordance with regulations prescribed by the Board of Directors. 

Section 2. Maximum Ownership Percentage 

(a) Non-U.S. owners are limited to holding a "Maximum Percentage" of the company's Voting Shares 

as defined below. "Maximum Percentage" means the maximum number of Voting Shares a non-U.S. 

owner may hold at any given time in accordance with Foreign Ownership Restrictions or adversely 

affecting the Corporation's operating certificates or authorities. This "Maximum Percentage" is equal to 

no more than a total of 5% (Five Percent) of the total Outstanding Shares listed in the records of the 

Corporation's Transfer Agent of record. 

(b) If at any time the Corporation shall find that the combined number of Voting Shares held by a 

non-U.S. owners and/or recorded in the Foreign Stock Record exceeds the "Maximum Percentage", the 

Corporation shall remove such number of shares so held and/or registered as is sufficient to reduce the 

combined voting power of said shares to an amount not to exceed the "Maximum Percentage". Shares 

removed shall be returned to the Corporation in the form of Treasury Shares. Said non-U.S. owners 

whose shares where removed shall be reimbursed the purchase price of said shares minus 20% for 

Corporation expenses.