BEFORE THE

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

_____________________________________________ Application of: )
)
Friendship Airways, Inc. )
For authority to Resume Scheduled ) Docket No. OST-05-21533- _______
Passenger Operations as a Commuter Air Carrier )
Pursuant to 49 U.S.C. §41738 )
)
_____________________________________________ )

APPLICATION OF FRIENDSHIP AIRWAYS, INC.

Communications with respect to th is document should be sent to:

Christopher B. Behnam

President & CEO
Friendship Airways, Inc. d/b/a/ Yellow Air Taxi

4201 Ravenswood Road

Fort Lauderdale, FL 33312
Telephone: (954) 321-0292
Facsimile: (954) 321-0252

Email: Christopher@flyyellowairtaxi.comNOTICE: ANY PERSON WHO WISHES TO SU PPORT OR OPPOSE THIS APPLICATION SHOULD FILE BY APRIL 15, 2010 AN ANSWER WITH THE DEPART MENT AND SERVE A COPY ON ALL PERSONS ON THE ATTACHED SERVICE LIST.

APPLICANT REQUESTS THAT THIS APPLICATION BE PROCESSED BY THE NONHEARING PROCEDURES UNDER SUBPART B OF THE DEPARTMENT OF TRANSPORTATION’S RULES OF PRACTICE

February 24, 2010APPLICATION OF FRIENDSHIP AIRWAYS, INC.

BEFORE THE

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

_____________________________________________ Application of: )
)
Friendship Airways, Inc. )
For authority to Resume Scheduled ) Docket No. OST-05-21533- _______
Passenger Operations as a Commuter Air Carrier )
Pursuant to 49 U.S.C. §41738 )
)
_____________________________________________ )

APPLICATION OF FRIENDSHIP AIRWAYS, INC.

Friendship Airways, Inc. d/b/a Yellow Air Taxi (hereinafter referred to as "Yellow Air

Taxi" or "Applicant") 1 herby reapplies, pursuant to 40 U. S.C. §41738 of the Federal Aviation

Statues, Subpart B of the Procedural Regulations and Section 204.3 of the Economic

Regulations of the Department of Transportati on (the “Department”) for issuance of commuter

air authority to enable Yellow Air Taxi to e ngage in interstate a nd foreign scheduled air

1 Friendship Airways, Inc. intends to continue using the d/b/a/ of “Yellow Air Taxi” initiates commuter air carrier operations and, pursuant to this application, and, to the extent necessary, hereby seeks to re

‐ register that trade

name pursuant to 14 C.F.R. §215.transportation operations utilizing small aircraft under Part 298 of the Department’s Economic

Regulations.

Yellow Air Taxi is currently engaged in on- demand passenger operations utilizing small

aircraft pursuant to its registra tion under Part 298 of the Depart ment’s regulations and Part 135

of the Federal Aviation Regulatio ns, and it wishes to resume such scheduled operations as soon

as possible.

In support of this application, Yellow Ai r Taxi respectfully, states as follows:

1. Yellow Air Taxi is n existing FAR 135 ch arter operator founded in 2003 that has

successfully been providing on-demand servic e from points in Florida principally to

points in the Bahamas, and the airline is re gistered with the Department pursuant to

14 C.F.R. §298. See : Exhibit YAT-602.

2. Name, address and telephone number (§204.3(a)):

Friendship Airways, Inc., d/b/a/ Yellow Air Taxi

4201 Ravenswood road

Fort Lauderdale, FL 33312

Telephone: (954) 321-0292

Facsimile: (954) 321-0252

3. Form of Organization (§204.3(b)):

Yellow Air Taxi is a corporation. Copi es of Yellow Air Taxi’s Articles of

Incorporation and Bylaws are contained in Exhibit YAT-102.4. State where incorporated (§204.3(c)):

Yellow Air Taxi is organized under th e laws of the State of Florida.

5. Certificate of Good Standing (§204.3(d)):

A Certificate of Good Standing issued on March 31, 2010 by the Florida Secretary of

State confirming that Yellow Air Taxi is in good standing and is authorized and

competent to transact business in the State of Florida, is set forth in Exhibit YAT-102.

6. Citizenship (§204.3(e)):

Yellow Air Taxi is a citizen of the Un ited States as defined in 49 U.S.C.

§40102(a)(15). An Affidavit attesting to the U.S. citizenship of Yellow Air Taxi is

contained in Exhibit YAT-103.

7. Key Personnel (§204.3(f)):

At the present time, the management team of Yellow Air Taxi consists of the

following individuals:

Name Title Citizenship

Christopher B. Behnam President, CEO & U.S.

Director of Operations

Elizabeth M.J. Behnam General Manager & U.S.

Company Secretary

Glenn Horton Director of Maintenance U.S.

D. Randy Conley Chief Pilot U.S.8. Persons having a substantial interest in Applicant (§204.3(g)):

Mr. Christopher Behnam currently owns 100 percent of the issued and outstanding

voting stock of Yellow Air Taxi. No other person or organization holds a “substantial

interest” in Yellow Air Tax within the m eaning of Section 204.2(m) of the Economic

Regulation.

9. Subsidiaries (§204.3(h)):

Applicant was formed to operate as an FAR 135/ Part 298 on-demand air taxi and has

no subsidiaries. Applicant’s sole shareholder, Christopher B. Behnam, is also the sole

shareholder in Friendship Airways Leasing, Inc. (“Leasing”) which was formed to

support Applicant in its Part 135 operations by providing airc raft leasing services.

See : Exhibit YAT-206.

10. Other Relationships (§204.3(i)):

Except for its ownership of Friendship Airw ays Leasing, Inc., Yellow Air Taxi holds

no shares of stock in, nor does it control a ny air carrier, foreign air carrier, common

carrier, or person substantially engaged in the business of aeronautics. See : Exhibit

YAT-207.

11. Financial Statements (§204.3(j)):

Yellow Air Taxi is a privately-owned cor poration. For this r eason, Yellow Air Taxi

is not required to file Form 10-K Repor ts with the Securities and Exchange

Commission. See : Exhibit YAT-301. Yellow Air Taxi’s current Balance Sheet as of

April 1, 2010 is set forth in Exhibit YAT-302, infra . A Profit and Loss statement for

Yellow Air Taxi for the 12-month period ended December 31, 2009 is set forth in

Exhibit YAT-302.12. Pending actions and outstanding judgments (§204.3(l) & (m)):

a. There are no pending actions or outstanding judgments involving an amount in excess

of $5,000 against Yellow Air Taxi or any rele vant corporations, or any person having

a substantial interest in Yellow Air Taxi or any relevant corporat ions. See: Exhibit

YAT- 303.

b. The total number and aggregate amount of all pending actions or outstanding

judgments of less the $5,000 against Yellow Ai r Taxi, any other relevant corporation,

or any key personnel or persons holding substa ntial interest in su ch corporations is

zero.

13. Current aircraft fleet and acquisition plans (§204.3(n)):

a. Current aircraft fleet

Yellow Air Taxi currently operates four (4 ) Cessna 402C aircraft configured to

carry nine (9) passengers and an additiona l Cessna 402B aircraft is in the process

of being added to the fleet (Exhibit YAT- 401). An affidavit verifying that the

Cessna 402C aircraft currently operated by Yellow Air Taxi has been certified by

the Federal Aviation Administration as ai rworthy and in compliance with all FAA

safety and noise emission standard s is contained in Exhibit YAT-403.

b. Planned aircraft acquisitions

At the present time, Yellow Air Taxi doe s not plan to acquire any additional

aircraft to its existing ai r taxi operations or prio r to commencing scheduled

service operations.

14. Pending investigations, Enforcement Actions , and Formal Complaints (§204.3(o)):There are no pending investigations, enforcement actions, or formal complaints filed

by the DOT or FAA involving Yellow Air Ta xi or any relevant corporation, any

personnel employed by Yellow Air Taxi, or any relevant corporation or person

having a substantial interest in any releva nt corporation regarding compliance with

the Act, orders, rules, regulations or requi rements issued pursuant to the Act. See:

Exhibit YAT-501.

15. Unfair Deceptive or Anticompetitive Practices;

Antitrust, Fraud and Felony Charge (10 years) (§204.3(p)):

Neither Yellow Air Taxi, any relevant corporation, any person employed by Yellow

Air Taxi, any person having a substantial interest in Yellow Air Taxi, nor any

relevant corporation has been charged with any unfair or deceptive or anticompetitive

business practices, or of fraud, felony or antitrust violations during the past 10 years.

See: Exhibit YAT-502.

16. Aircraft Accidents and Incidents (§204.3(q)):

Neither Yellow Air Taxi, any relevant corporation, any person employed by Yellow

Air Taxi, any person having a substantial inte rest in Yellow Air Taxi nor any relevant

corporation has been involved in any aircra ft accident or incident that has occurred

during the past year or at any time in the past which remains under investigation by

the FAA, NTSB, or Yellow Air Taxi itself. See: Exhibit YAT-503.

17. Narrative History of Applicant (§204.3(r):

See: Exhibit YAT-601.18. Federal, State and Foreign Authority held, and FAA Jurisdiction (§204.3(s)):

Yellow Air Taxi is registered with the Department as a Part 298 on-demand Air Taxi

(see: Exhibit YAT-602).

The Federal Aviation Administration office th at has primary jurisdiction over Yellow

Air Taxi’s operations is:

Flight Standards District Office #17

Federal Aviation Administration

2895 SW 145 th Avenue

Suite #120

Miramar, FL 33027

Yellow Air Taxi’s FAA POI is Jerry Proenza: (954)635-1317.

19. Proposed Service Plan and Forecasts (§204.3(t):

Yellow Air Taxi has successf ully operated as a Part 298 on-demand air taxi since

2003. Due to the operational limitations of operating as an air taxi, Yellow Air Taxi

has decided to return to commuter aut hority to give it maximum operational

flexibility although the nature of Yellow Air Taxi’s operations will not actually

change as far as geographical scope of operations, level ofoperations as far as hoursper-month flown, number of employees, etc. See: Exhibit YAT-601.

20. Waiver of Warsaw Liability and Defenses (§204.3(u):

A signed counterpart of CAB Agreemen t 18900 (OST Form 4523) executed by Mr.

Christopher B. Behnam, President and Chief Executive Officer of Yellow Air Taxi, is

set forth in Exhibit YAT-701.21. Officer’s Certification (§204.3(v):

A certification in the form set forth in S ection 204.3(v) of the Economic Regulations

executed by M. Behnam, President and Chie f Executive Officer of Yellow Air Taxi,

is set forth in Exhibit YAT-702.

CONCLUSION

Yellow Air Taxi respectfully submits that the foregoing information and attached exhibits

constitute a complete and detailed response to all of the evidentiary requirements of Section

204.3 of the Economic Regulations, and fully dem onstrated that Yellow Air Taxi is fit for

authorization to engage in schedu led air transportation operations as proposed in this application.

WHEREFORE, Friendship Airways, Inc., d/b/ a Yellow Air Taxi respectfully requests the

Department to issue and Order authorizing it to provide scheduled interstate and foreign air

transportation of persons, propert y, and mail, as a commuter air ca rrier, as described herein.

Applicant further respectfully requests such author ity be granted in time to enable Yellow Air

Taxi to commence scheduled operations as soon as possible.February 24, 2010 Respectfully Submitted,

Christopher B. Behnam

Friendship Airways, Inc., d/b/a/ Yellow Air Taxi

4201 Ravenswood road

Fort Lauderdale, FL 33312

Telephone: (954) 321-0292

Facsimile: (954) 321-0252CERTIFICATE OF SERVICE

I hereby certify on the 12 day of April 2010 a copy of the foregoing application of

Friendship Airways, Inc. was served by first cl ass mail, postage prepaid, on the party named

below:

Mr. Jerry Proenza

Flight Standards District Office #17

Federal Aviation Administration

2895 SW 145 th Avenue

Suite #120

Miramar, FL 33027TABLE OF CONTENTS

EXHIBIT DESCRIPTION

A Cross Reference to DOT Regulations

100 SERIES IDENTIFICATION OF APPLICANT

YAT-101 Description of Applicant YAT-102 Certificate of Good Standing (FL) YAT-103 Affidavit of C itizenship of Applicant

200 SERIES KEY PERSONNEL/ O FFICERS, DIRECTORS, MEMBERS

YAT-201 List of Key Personnel and Resumes YAT-202 Organizational Chart & Description of Job Functions YAT-203 Affidavits of Citizenship of Key Personnel YAT-204 List of Officers and Directors of Appli cant and List of Persons Holding a Substantial Interest in Applicant YAT-205 Key Personnel Questionnaires YAT-206 Applicant’s Subsidiaries YAT-207 Interests in Other Air Carri ers/ Persons Engaged in Aeronautics

300 SERIES FINANCIAL INFORMATION

YAT-301 10K/ 10Q Reports YAT-302 Balance Sheet and Income Statement YAT-303 Outstanding Judgments Exceeding $5,000 YAT-304 Outstanding Judgments Less than $5,000

400 SERIES AIRCRAFT INFORMATION

YAT-401 Description of Applicant’s Fleet YAT-402 Description of Pl ans for Additional Aircraft YAT-403 Affidavit of Safety Compliance

500 SERIES ACCIDENTS, INVESTIGATIONS, ETC.

YAT-501 Statement Regarding Status of All Pending Investigations, Etc. YAT-502 Statement Regarding Charges of Unfair Business Practices, Etc. YAT-503 Aircraft In cidents/ Accidents

600 SERIES PROPOSED SERVICE

YAT-601 Narrative Hi story of Applicant YAT-602 Current AuthorityYAT-603 Description of Proposed New Service YAT-604 Pre-Operating Projections & Forecast Balance Sheet/ Income Statement YAT-605 Funding to Meet Financial Fitness Test

700 SERIES MISCELLANEOUS

YAT-701 Signed Counterpart of Agreement 18900 (OST Form 4523) YAT-702 Signed CertificationAPPLICATION OF YELLOW AI R TAXI Exhibit A Page 1 of 1

Cross Referenced Index to DOT Regulations

REGULATION SUMMARY EXHIBITS

§204.3(a) Name, address, telephone/ fax numbers YAT-101 §204.3(b) Form of organization YAT-101 §204.3(c) State of Incorporation YAT-101 §204.3(d) Certificate of Good Standing YAT-102 §204.3(e) Affidavit of Citizenship YAT-103 §204.3(f) Key Personnel, Citi zenship, Responsibilities, Experience, Percentage of Ownership, Officers and Directors YAT-201 §204.3(g) Persons having a substantial interest YAT-204 §204.3(h) List of applican t’s subsidiaries YAT-206 §204.3(i) Interest in other ai r carriers, persons engaged in business of aeronautics YAT-207 §204.3(j) 10K/ 10Q Reports YAT-302 §204.3(k) Balance Sheet and Income Statement YAT-303 §204.3(l) List of all judg ments exceeding $5,000 YAT-304 §204.3(m) List of all judgme nts less than $5,000 YAT-305 §204.3(n) Information regardi ng applicant’s fleet YAT-401-403 §204.3(o) Status of pending investigations YAT-501 §204.3(p) Description of D eceptive/ Unfair Business Practices YAT-502 §204.3(q) Description of aircra ft accidents/ incidents YAT-503 §204.3(r) Narrative History of Applicant YAT-601 §204.3(s) Federal, State, and Foreign Authority YAT-602 §204.3(t) Service Proposal including forecast balance sheet and income statement YAT-603-605 §204.3(u) Agreement 18900 (OST Form 4523) YAT-701 §204.3(v) Certification/ Verification YAT-702APPLICATION OF YELLOW AIR TAXI Exhibit YAT-101 Page 1 of 1

General Information

A. Friendship Airways, Inc., d/b/a/ Yello w Air Taxi (“Yellow Air Taxi”) is the Applicant in this docket. The a ddress, telephone and fax numbers of its principal place of business are:

Friendship Airways, Inc., d/b/a/ Yellow Air Taxi 4201 Ravenswood Road Fort Lauderdale, FL 33312 (954) 321-0292 (voice) (954) 321-0252 (fax)

B. Applicant is a corporation organized under the laws of the state of Florida. See : Exhibit YAT-102.

C. Shareholder: Yellow Air Taxi’s sole shareholder is Christopher Behnam.

D. Yellow Air Taxi is a citizen of the Un ited States as defined by 49 U.S.C. §40102(a)(15). An affidavit evidencing th is ownership is attached hereto as Exhibit YAT-103. There are no officers, directors, members, or persons who have the power to contro l the applicants who are not citizens of the United States.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-102 Page 1 of 4

Certificate of Good Standing

Attached please find a Certificate of Good St anding issues to Yello w Air Taxi from the State of Florida and the company’ s Articles of Incorporation.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-102 Page 2 of 4APPLICATION OF YELLOW AIR TAXI Exhibit YAT-102 Page 3 of 4APPLICATION OF YELLOW AIR TAXI Exhibit YAT-102 Page 4 of 4APPLICATION OF YELLOW AIR TAXI Exhibit YAT-201 Page 1 of 9

Key Personnel

Applicant identifies the following individua ls who it deems to be key management personnel for the purpose of its proposed operations:

NAME TITLE ADDRESS CITIZENSHIP OWENERSHIP

Christopher B. Behnam 1 President, CEO & 4201 Ravenswood Road U.S. 100% Director of Operations Fort Lauderdale, FL 33312

Elizabeth M.J. Behnam 1 General Manager & 4201 Ravenswood Road U.S. none Company Secretary Fort Lauderdale, FL 33312

D. Randy Conley Chief Pilot 4201 Ravenswood Road U.S. non e Fort Lauderdale, FL 33312

Glenn Horton Director of Maintenance 4201 Ra venswood Road U.S. none Fort Lauderdale, FL 33312

An organizational chart showing positions and operating divisions within the organization that depicts whic h positions and functions reports to whom is included at Exhibit YAT-202. Resumes and affidavits of citizenship for these key management personnel are attached at Exhibit YAT-202. None of these key management personnel has any stock, control or other interest in any other carrier, foreign air carrier, common carrier or any person substantially engaged in the business of aeronautics. Except as stated, none of these key management pe rsonnel is related by blood or marriage.

1 Christopher and Beth Behnam are married.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-201 Page 2 of 9



## Christopher Behnam
President and CEO


### Experience:

United Airlines

Line Check Airman, 1999-Present. FAA approved liaison between UAL Management and Pilots. Responsible for instructing, mentor ing and testing new captains as well as copilots on the actual daily pro cedures of domestic and inte rnational (South American and Atlantic operations) passenger flights. Em phasis on problem solving, public relations, emergency procedures, and l eadership through teamwork.

Captain, 1995-Present. Responsible for ensu ring the safety of crew and passengers, through coordination of efforts of ground, in -flight, headquarters, and air traffic personnel. Emphasis on crew management about multiple levels for a successful completion of all daily missions.

Flight Officer, 1987-1995. Advanced from entry level position to Pilot in command of B747-400 for transcontinental domestic transpac ific flights to As ia and Australia. Responsible for systems and fuel manage ment, communications, international public relations, and crew resource management.



### West Air Airlines ( United Express – California )

Captain/Line Check Airman, 1983-1987. Assi sted with the development of route structure and aircraft fleet pl anning of start-up California regi onal airline. Analyzed route structure and made recommendations for new r outes and new stations. Advised on shorts 360 program. Airline grew from seven 402Cs a nd two Twin Otters to thirty-six Turbo Props and six Jets within th ree years. Responsible for in structing and evaluating new captains as well as co-pil ots on daily procedures.

Aviation Training INC/Sierra Academy of Aeronautics

Flight Instructor, 1979-1983. In structed flight students on theoretical and practical applications of aviation. Emphasis on communica tion skills, mentoring, task analysis, and career preparation.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-201 Page 3 of 9



### The Behnam Group

President, 1999-Present. Purchased and renovated r esidential investment properties in Lighthouse Point, Florida. Mentored other investors in market insights, renovation processes, and property management.



### Education:

Sierra Academy of Aeronautics , 1982, Airman Certificates Private Pilot through Airline Transport Pilot Licenses. Emphasis on major airline operations and management

Newbury College of further Educations , 1979, Bachelor of ScienceAPPLICATION OF YELLOW AIR TAXI Exhibit YAT-201 Page 4 of 9



## Elizabeth Behnam General Manager


### Experience:

Yellow Air Taxi

General Manager, 2003-Present. Created and implanted customer service standards and procedures for start-up international charter airline. Reduced flight turnaround time by 50%. Responsible for hiring and training of reservations and customer service staff. Manage staff of 25 employees, resource management and flight coor dination. Created fare pricing structure in coordination with market and flight analysis. Monitor sales reports, create sales guidelines and incentives. Wrote informational web pages, introducing passengers to company policy and history. Proofread all outbound company co rrespondence and Yellow Air Taxi marketing materials.



### Nordstrom

Sales Associate, 1990-1991. Successful in a highly competitive retail environment. Consistently exceeded sales goal. Created monthly employee sch edule and designed merchandise displays as well.

Rosicrucian Egyptian Museum

Assistant Curator/Consultant/Historian, 1984-1990. Assisted the curatorial staff in transferring the archives and artifacts to new storage facilities. Suggested artifact placeme nt alternatives in the new system. Assisted curator with the care of ar tifacts, display design, special events, supervision of museum staff and correspondence. Wrote Articles on museum artifacts. Organized and maintained museum collection documentation; co mputerized inventory registration. Reduced number of artifacts with unknown sources from 40% to 7%


### West Air/United Express Airlines

Customer Service Coordinator/Customer Serv ice Rep, 1985-1988 . Coordinated information between dispatch, maintenance, and station oper ations for a commuter airline with 400 daily flights. Proposed solutions for customer service challenges. Processed and boarded passengers in high-volume commuter flight schedule with 8-, 19-, and 36- passenger aircraft.



### Education:

University of California , 1986, M.A.

Colgate University , 1985, B.A. with honorsAPPLICATION OF YELLOW AIR TAXI Exhibit YAT-201 Page 5 of 9 

## D. Randy Conley

Chief Pilot 

### Experience:

Yellow Air Taxi

Captain, April 2009-Present. Ground and Flight Instructor, September 2009-present. Perform all C-402C Pilot-in-Command responsibilities for an FAR 135 on-d emand airline. Ensure that flight operates in conformity with the FARs and is cons istent with company policies. Provide new hire and recurrent training compliant with FAA approved company procedures and flight operations.



### Avantair 727-539-0071 Tom Christiano (Chief Pilot)

Captain, April 2005-May 2006. Performed all Piaggio P180 Pilot-in-Command responsibilities for an FAR 135 on-demand charter airline. Ensured that flight operated in conformity with the FARs and was consistent with company policies. Charter routes included uncontrolled airports and major international airports throughout the United States, Canada, Mexico, and the Caribbean. 

### Mountain Air Cargo 828-464-8741 Paul Simpson (Chief Pilot)

Captain, April 2000-Decembe r 2004. Performed all F27 Pilot-in-C ommand responsibilities of an FAR 121 scheduled all cargo airline. Ensured that flight oper ated in conformity with the FARs and was consistent with company policies. Flew Sout h American proving runs in accord ance with company procedures. Routes included domestic, Caribbean , and South American airports.



### Bank One

Corporate Captain, 1998-2000. Performed all Be350 Pilot-in-Command duties for an FAR Part 91 corporate service. Ensured that flight operated in conformity with the FARs and was consistent with company policies for co rporate executives. 

### Hunt Corporation

Corporate Captain, 1998-2000. Performed all LR25 Pilot-in-Command duties for an FAR Part 91 corporate service. Ensured that flight operated in conformity with the FARs and was consistent with company policies for co rporate executives. 

### American Eagle First Officer, 1994-95. Performed all Saab 240 Fi rst Officer responsibilities of an FAR 121 scheduled airline. Ensured that flights oper ated in conformity with the FARs and was consistent with company policies. Routes included domestic flying out of various US bases, and included domestic and Bahamian flights.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-201 Page 6 of 9



### Education: Spartan School of Aeronautics, 1985. Associate Degree in Avionics/ Instrumentation Technician. Deans List, Hoosier Scholar.

Additional Experience in Avionics/ Instrumenta tion Technician Repair Station Management.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-201 Page 7 of 9



## Glenn A. Horton
Director of Maintenance



### Education: Associate Degree in Aviation Maintena nce Management, Broward Community College

Familiarization Courses for:

• B727, B737-200, 737-300, 737-800, 757-200, 757-300, 767-200, 767-300, L1011-100 (250), L1011-500, DC-9, MD- 82 (88) and some experience on A-320

• Run / Taxi checked and check ride inst ructor on all aircraft above excluding Airbus

• RII Complete aircraft 727, 737-800, 757-200, 757-300, L1011 (Inspection Authority)

• RVSM for aircraft listed above


### Experience:

Yellow Air Taxi

Director of Maintenance, 2008-Present. Perform all DOM responsibilities of an FAR 135 scheduled service airline which include but are not restricted to writing the Approved Aircraft Inspection Program (AAIP), Write and update ot her company manuals such as the GOM and the MEL. Perform all staffing responsibilities and all inquiries with the FAA PMI and PAI.



### Volvo Penta of the Americas

Senior Service Specialist, South East United States, 2006-08. Provide technical assistance on marine gas and diesel engines. Also provide classroom training at technical schools and trade colleges.



### Vermeer Southeast Sales & Service Service Manager, Clearwater, Florida, 2005-06. Managed technicians in shop and road service call environment. Met with customers to discu ss problems they are having and what to do to ensure good preventive maintenan ce. Perform customer invoicing and call backs to ensure quality service



### ATA Airlines

Manager Aircraft Maintenance, South Flor ida / Caribbean, 1999-2005. Managed Line Maintenance station staff and budgets in Ft. La uderdale, FL, San Juan, PR, Honolulu, Maui, and Kauai, HI. Responsible for aircraft in FLL, Miami, Ft. Meyers in South Florida and San Juan, St.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-201 Page 8 of 9

Thomas, Grand Cayman, and Aruba in the Caribbe an. Managed up to $1 Million budget at each station, and performed all hiring of personnel at each station. Initiated Emergency On Call maintenance (EOM) contracts in SJU for Continen tal, Jet Blue, United, Pan AM and Delta. This accounted for approximately $150,000 income annually. Technical Representative, 1995-9. Traveled with or ahead of company aircraft to set contract maintenance around the world for Charter and Military flights



### Delta Airlines

Line Maintenance Mechanic a nd Lead Mechanic, 1987-95. Managed Line Maintenance station staff and budgets in Ft. Lauderdale, FL, San Juan, PR, Honolulu, Maui, and Kauai, HI. Performed all aspects of Line Maintenance on all company aircraft. While working as an Acting Lead Mechanic assigned, supervised and insp ected line mechanics work and performance. Instructed and performed check rides for main tenance personnel on several different aircraft. Performed Avionics work including CAT II and CAT III autoland maintenance


### United States Army

Attack Helicopter Repairman (AH-1S Cobra Crew Chief), 1984-87. Performed all daily crew chief tasks on helicopter including time-controlled checks, replacement of engines, rotor blades and all other major components. Received num erous awards and certifications for having helicopter 100% ready mission capable during exercises.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-201 Page 9 of 9



## Alan N. Razla
Financial Advisor



### Experience:

Alan N. Razla, PA

CPA, 1992-Present

. Private practice servicing companies from such industries as real estate, manufacturing, retail, service companies, transpor tation companies, and non-profit organizations. Services include tax preparation, tax consultati on, accounting, and bookkeeping. Provide clients support with capital funding and financing options.



### Kemper Insurance

Agent, 1991-1998. Managed the tax department of five companies operating in 50 states with sales over $2 billion.



### Arthur Anderson & Company

CPA 1988-1991. Servicing companies in various industries. Provided tax preparation and tax consultation services.



### Education:

Pace University , 1988. Bachelor of business AdministrationAPPLICATION OF YELLOW AIR TAXI Exhibit YAT-202 Page 1 of 5

Organizational Chart

An organization chart showing positi ons within the organization and which positions and functions report to who is included in this Exhibit YAT-202.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-202 Page 2 of 5

President, Christopher

Behnam

Financial Advisor, Alan Razla Director of Operations, Christopher

Behnam General Manager, Elizabeth Behnam

Chief Pilot,

D. Randy

Conley Director of Maintenance

, Glenn Horton Station Managers

Instructor

Pilots

Line Pilots Line Mechanics

Maintenance Coordinator Reservations PersonnelAPPLICATION OF YELLOW AIR TAXI Exhibit YAT-202 Page 3 of 5

A. President and Chief Executive Officer The President and CEO provides the vision of the company. He may assist and will approve new company policy and select key personnel. He will review financial and other management reports submitted to hi m, by the CFO and General Manager, and take whatever action may be deemed appr opriate, or direct the CFO and General Manager to act in his behalf on the basis of such information.

B. General Manager The General Manager reports to the Presiden t and is responsible for the day to day management of the company and the coordination of all departments. She is responsible for ensuring th at all personnel and depart ments are performing as expected, and for reviewing operations and progress on a regular basis to implement improvements.

C. Director of Operations The Director of Operations has complete authority and responsibility for the safe conduct and compliance to the FAA regulations of all flight personnel and for flight operations which shall include:

1. Monitor all flights and operations in accordance with current FARs and Friendship Airways, Inc. operations manual requirements. 2. Interpret and apply company policy and procedures. 3. Certify and maintain, as required, all flight department personnel training and qualification records; schedule additional training when required. 4. Develop new and improved flight operation policies, practices and procedures. 5. Close coordination with the Director of Maintenance to ensure that aircraft deficiencies are expeditiously reported to maintenance and recorded properly on the aircraft log sheets. 6. Supervise the training and developmen t of assigned flight department personnel, to the degree that they meet FAA and company standards of competency. 7. Work in coordination with the Chief Pilot, the procurement of Flight department personnel and make r ecommendations on the final decision on new hires. 8. Working and coordinating with F AA representatives, concerning the requirements for flight operations, promoting a high degree of aviation safety.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-202 Page 4 of 5

D. Director of Maintenance

The Director of Maintenance has full author ity and responsibility for seeing that the company-operated aircraft ma intenance support program is ma intaining the aircraft in an airworthy condition at all times, to include:

1. Assurance that each aircraft is ai rworthy before being released to service. 2. Coordination with other functions of the department for scheduling of aircraft for required maintenance. 3. Assurance that competent, qualified personnel and adequate facilities are utilized for all maintenance on Company Aircraft. 4. Acceptance or rejection of all work done on Company Aircraft. 5. Assuring currency and correctness of all required aircraft, engine, propeller, accessory and compone nt part logs and records. 6. Compliance with all current FARs as regards maintenance, airworthiness directives, service bul letins, service instructions, etc. 7. Liaison between the Company and the FAA regarding all maintenance actions and requirements. 8. Monitor the re-weigh, transponder, an d static check date due from the basic aircraft records. 9. Coordinate closely with the Chief Pi lot and Director of Operations the condition of all aircraft operating with open deferred items, monitor very closely the li mitations section. 10. Monitor the aircraft technical library and training manuals. 11. File all Mechanical Reliability Reports and Mechanical Interruption Reports with the FAA.

E. Chief Pilot

The Chief Pilot has the authority and re sponsibility for crew assignments, and operational control as follows:

1. Assist in maintaining the traini ng program for Flight Department personnel that complies with FAA regulations and Manual Requirements. 2. In coordination with the Director of Operations, establish criteria for the procurement and evaluation of pilot personnel. 3. Direct to the pilots, manual re visions which ar e regulatory and Company policies and procedur es which are non-regulatory.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-202 Page 5 of 5

4. Dispatch and monitor aircraft/ crew assignments in coordination with ramp supervision. 5. Friendship Airways, Inc. shall ma intain current VFR/IFR navigation chart revisions in a current status. 6. Interpret and apply Company policy and manual procedures regarding flight operations and flight personnel. 7. Control and supervise pilot assignments and schedules. 8. Monitor, on a daily basis, duty time status of all pilots. 9. Maintain Load Manifest current and for the previous 30 days of activity. 10. Ensure that pilots are adhering to the flight case requirements. 11. Schedule flight activities to operate within duty time requirements, and comply with FAR and Manual Requirements. 12. Ascertain, in coordinatio n with an appointed Company representative, that pilots are adhering to the regulatory manual operations requirements.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-203 Pag e 3 of 5APPLICATION OF YELLOW AIR TAXI Exhibit YAT-203 Pag e 5 of 5

PAGE INTENTIONALLY LEFT BLANKAPPLICATION OF YELLOW AIR TAXI Exhibit YAT-204 Page 1 of 1

I. Shareholder Interest

Yellow Air Taxi has one shareholder, Ch ristopher B. Behnam, who holds 100% of the stock.

II. Officers & Directors

The Directors of Yellow Air Taxi are:

Name Address Citizenship

Christopher B. Behnam 4201 Ravenswood Road U.S. Fort Lauderdale, FL 33312

Elizabeth Behnam 4201 Ravenswood Road U.S. Fort Lauderdale, FL 33312APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 Page 1 of 12

Yellow Air Taxi DOT application Questionnaire NB: The information you provide in response to this Questionnaire will be used in Yellow Air Taxi’s DOT Application for Certif icate Authority. All questions should be answered fully and completely. Where mo re detailed responses are required or requested, please use the attached “Detailed Responses” sheet.

1. Please state your name a nd residence address:

Christopher B. Behnam 4201 Ravenswood Road Fort Lauderdale, FL 33312

2. Title of Position with Company:

President, CEO & Director of Operations

3. Number of shares of Company stock owned, or to be acquired, if any:

100 %

4. Current Position, Business Address, and Telephone: (Complete only if you are not currently employed by the Company. Otherwise indicate “N/A.”)

N/A

5. Are you a citizen of the United States?

Yes ____X ___ No ______

(If you are not a U.S. Citizen, please indica te nationality and current immigration status on the attached “Detailed Responses.”)APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 Page 2 of 12

6. Are you currently an officer, director or majo r shareholder (5 percent or more of the total stock), or do you have any other signi ficant interest in any other air carrier, foreign air carrier, common carrier, person s ubstantially engaged in the business of aeronautics, or person whose principle busin ess is the ownership or control of any such transportation or aeronautic activity?

Yes _______ No__X

_____ (If “yes,” please provide information rega rding all such positions and any other relevant information on the at tached “Detailed Response.”)

7. Have you in the past held any position with any U.S. or foreign air carrier, or other aviation-related business?

Yes___X ____ No_______ (See: Resume)

8. Are you, or any other company in which you have a substantial interest (defined below), the subject of any pending legal ac tion, or outstanding judgment, involving a claim in excess of $5,000?

Yes_______ No__X

_____
(If “yes,” please provide date and amount of each claim or judgment, and the name of each claimant or judgment creditor on the attached “Detailed Response.”)

9. Are you or any company in which you have substantial interest the subject of any pending legal action, or outst anding judgment involving a claim of less than $5,000?

Yes_______ No___X

____ (If “yes,” please supply the to tal number and aggregate amount of all claims and/or judgments outstanding against you on th e attached “Detailed Response.”)APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 Page 3 of 12

10. Are you, or any company in which you have a substantial interest now, or have you been the subject of a formal complaint or enforcement investigation by the DOT or the FAA regarding compliance with the Fe deral Aviation Act of 1958, or any order, rule, regulation or other requirement issued pursuant to the Act during the past five (5) years?

Yes_______ No___X

____ (If “yes,” describe each complaint, and indica te the current status or final disposition of each complaint on the attached “Detailed Responses.”)

11. Have you, or any company in which you have a substantial interest ever been charged with any unfair or deceptive, anticompeti tive business practices, or any fraud, felony, or antitrust violation during the past ten (10) years?

Yes_______ No__X

_____

12. Have you, or any company in which you have a substantial interest been involved in any aircraft accident or incide nt during the past year, or in the past and which remains the subject of an open investigation by the FAA, NTSB or the Company?

Yes_______ No___X

____

_APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 Page 4 of 12

Yellow Air Taxi DOT application Questionnaire NB: The information you provide in response to this Questionnaire will be used in Yellow Air Taxi’s DOT Application for Certif icate Authority. All questions should be answered fully and completely. Where mo re detailed responses are required or requested, please use the attached “Detailed Responses” sheet.

1. Please state your name a nd residence address:

Elizabeth Behnam 4201 Ravenswood Road Fort Lauderdale, FL 33312

2. Title of Position with Company:

Secretary

3. Number of shares of Company stock owned, or to be acquired, if any:

0 %

4. Current Position, Business Address, and Telephone: (Complete only if you are not currently employed by the Company. Otherwise indicate “N/A.”)

N/A

5. Are you a citizen of the United States?

Yes ____X ___ No ______

(If you are not a U.S. Citizen, please indica te nationality and current immigration status on the attached “Detailed Responses.”)APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 Page 5 of 12

6. Are you currently an officer, director or majo r shareholder (5 percent or more of the total stock), or do you have any other signi ficant interest in any other air carrier, foreign air carrier, common carrier, person s ubstantially engaged in the business of aeronautics, or person whose principle busin ess is the ownership or control of any such transportation or aeronautic activity?

Yes _______ No__X

_____ (If “yes,” please provide information rega rding all such positions and any other relevant information on the at tached “Detailed Response.”)

7. Have you in the past held any position with any U.S. or foreign air carrier, or other aviation-related business?

Yes___X ____ No_______ (See: Resume)

8. Are you, or any other company in which you have a substantial interest (defined below), the subject of any pending legal ac tion, or outstanding judgment, involving a claim in excess of $5,000?

Yes_______ No__X

_____
(If “yes,” please provide date and amount of each claim or judgment, and the name of each claimant or judgment creditor on the attached “Detailed Response.”)

9. Are you or any company in which you have substantial interest the subject of any pending legal action, or outst anding judgment involving a claim of less than $5,000?

Yes_______ No___X

____ (If “yes,” please supply the to tal number and aggregate amount of all claims and/or judgments outstanding against you on th e attached “Detailed Response.”)APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 Page 7 of 12 Yellow Air Taxi DOT application Questionnaire NB: The information you provide in response to this Questionnaire will be used in Yellow Air Taxi’s DOT Application for Certif icate Authority. All questions should be answered fully and completely. Where mo re detailed responses are required or requested, please use the attached “Detailed Responses” sheet.

1. Please state your name a nd residence address:

Glenn Horton 4201 Ravenswood Road Fort Lauderdale, FL 33312

2. Title of Position with Company:

Director of Maintenance

3. Number of shares of Company stock owned, or to be acquired, if any:

0 %

4. Current Position, Business Address, and Telephone: (Complete only if you are not currently employed by the Company. Otherwise indicate “N/A.”)

N/A

5. Are you a citizen of the United States?

Yes ___X____ No ______

(If you are not a U.S. Citizen, please indica te nationality and current immigration status on the attached “Detailed Responses.”)APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 Page 8 of 12

6. Are you currently an officer, director or majo r shareholder (5 percent or more of the total stock), or do you have any other signi ficant interest in any other air carrier, foreign air carrier, common carrier, person s ubstantially engaged in the business of aeronautics, or person whose principle busin ess is the ownership or control of any such transportation or aeronautic activity?

Yes _______ No___X____

(If “yes,” please provide information rega rding all such positions and any other relevant information on the at tached “Detailed Response.”)

7. Have you in the past held any position with any U.S. or foreign air carrier, or other aviation-related business?

Yes__X_____ No_______ (See: Resume)

8. Are you, or any other company in which you have a substantial interest (defined below), the subject of any pending legal ac tion, or outstanding judgment, involving a claim in excess of $5,000?

Yes_______ No___X____

(If “yes,” please provide date and amount of each claim or judgment, and the name of each claimant or judgment creditor on the attached “Detailed Response.”)

9. Are you or any company in which you have substantial interest the subject of any pending legal action, or outst anding judgment involving a claim of less than $5,000?

Yes_______ No___X____

(If “yes,” please supply the to tal number and aggregate amount of all claims and/or judgments outstanding against you on th e attached “Detailed Response.”)APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 Page 10 of 12

Yellow Air Taxi DOT application Questionnaire NB: The information you provide in response to this Questionnaire will be used in Yellow Air Taxi’s DOT Application for Certif icate Authority. All questions should be answered fully and completely. Where mo re detailed responses are required or requested, please use the attached “Detailed Responses” sheet.

1. Please state your name a nd residence address:

D. Randy Conley 4201 Ravenswood Road Fort Lauderdale, FL 33312

2. Title of Position with Company:

Chief Pilot

3. Number of shares of Company stock owned, or to be acquired, if any:

0 %

4. Current Position, Business Address, and Telephone: (Complete only if you are not currently employed by the Company. Otherwise indicate “N/A.”)

N/A

5. Are you a citizen of the United States?

Yes ___X____ No ______

(If you are not a U.S. Citizen, please indica te nationality and current immigration status on the attached “Detailed Responses.”)APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 Page 11 of 12

6. Are you currently an officer, director or majo r shareholder (5 percent or more of the total stock), or do you have any other signi ficant interest in any other air carrier, foreign air carrier, common carrier, person s ubstantially engaged in the business of aeronautics, or person whose principle busin ess is the ownership or control of any such transportation or aeronautic activity?

Yes _______ No___X____

(If “yes,” please provide information rega rding all such positions and any other relevant information on the at tached “Detailed Response.”)

7. Have you in the past held any position with any U.S. or foreign air carrier, or other aviation-related business?

Yes__X_____ No_______ (See: Resume)

8. Are you, or any other company in which you have a substantial interest (defined below), the subject of any pending legal ac tion, or outstanding judgment, involving a claim in excess of $5,000?

Yes_______ No__X_____

(If “yes,” please provide date and amount of each claim or judgment, and the name of each claimant or judgment creditor on the attached “Detailed Response.”)

9. Are you or any company in which you have substantial interest the subject of any pending legal action, or outst anding judgment involving a claim of less than $5,000?

Yes_______ No___X____

(If “yes,” please supply the to tal number and aggregate amount of all claims and/or judgments outstanding against you on th e attached “Detailed Response.”)APPLICATION OF YELLOW AIR TAXI Exhibit YAT-206 Page 1 of 1

Description of Subsidiaries

Friendship Airways, Inc. was formed as a co rporation with the inte nt to start, grow, and market an FAA approved Part 135 airlin e known as Yellow Air Taxi. Yellow Air Taxi is a corporation wholly owned by Christ opher B. Behnam. All shares reside with Christopher B. Behnam

Christopher B. Behnam also owns Friendshi p Airways Leasing, Inc. (“Leasing”). This company was created to support Yellow Air Taxi.

Leasing’s sole function is an aircraft leasing company a nd it procures aircraft and makes them available to Yellow Air Taxi.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-207 Page 1 of 1

Interest in Other Carriers

Except as stated herein, Yellow Air Taxi has no stock, control, or ot her interest in any other foreign air carrier, co mmon carrier, or any person s ubstantially engaged in the business of aeronautics.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-301 Page 1 of 1

10K/ 10Q Reports

Since it is a privately-held corporation, Friendship Airways, Inc. (including its subsidiaries) is not required to file 10K Annua l Reports or 10Q Quarterly reports with the Securities and Exchange Commission.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-302 Page 1 of 6

Balance Sheet, Income Statement, and Other Financial InformationAPPLICATION OF YELLOW AIR TAXI Exhibit YAT-302 Page 2 of 6APPLICATION OF YELLOW AIR TAXI Exhibit YAT-302 Page 3 of 6APPLICATION OF YELLOW AIR TAXI Exhibit YAT-302 Page 4 of 6

### Yellow Air Taxi Profit & Loss January through March 2010

Jan - Mar 10

Ordinary Income/Expense

Income
Sales 388,779.63

Total Income 388,779.63

Cost of Goods Sold

Aircraft
Hangar Rental 18,306.64

Insurance 22,058.80

Lease 14,562.42

Maintenance

Labor 26,563.41

Parts 17,865.40

Total Maintenance 44,428.81

Total Aircraft 99,356.67

Bahamian Labour 4,183.00 Operational Fees

Excise Taxes 6,051.92

FLL Fees 15,975.29 Total Operational Fees 22,027.21

Reaccomodate 583.70
Variable Costs

Fuel 22,560.17

Total Variable Costs 22,560.17

Total COGS 148,710.75

Gross Profit 240,068.88

Expense Contractors 15,765.47
Fuel Truck Repairs 500.00 Leased Employee 16,878.89 Marketing 1,092.00 Overhead Expenses Advertising Advertising Production Costs 2,699.97 Advertising - Other 4,663.83
Total Advertising 7,363.80 Automobile Expense 1,580.90 Badges 124.00 Bank charges 499.01

Computer 264.99 Credit Card Processing -10,478.55

Licenses and Permits 239.40 mileage 295.00 Office Expenses 2,354.09 APPLICATION OF YELLOW AIR TAXI Exhibit YAT-302 Page 5 of 6Jan - Mar 10 Office Supplies 1,544.62 Postage and Delivery 307.65 Telephone 9,796.04

Utilities

Electric 243.21

Internet 150.32

Water 88.24

Utilities - Other 1,070.55

Total Utilities 1,552.32
Total Overhead Expenses 15,443.27
Owner's Draw 9,300.68
Pilot Expenses Pilot - Hourly 28,754.28
Total Pilot Expenses 28,754.28

Professional Fees Consulting Fees 10,500.00 Legal Fees 11,810.18

Total Professional Fees 22,310.18

Rent

Bahamas Counters 6,500.00

Main Office 8,446.54

Total Rent 14,946.54 Subscription 1,470.98

Travel & Ent

Meals 200.00

Travel 1,209.79

Total Travel & Ent 1,409.79

Total Expense 127,872.08 Net Ordinary Income 112,196.80 Net Income 112,196.80 APPLICATION OF YELLOW AIR TAXI Exhibit YAT-302 Page 6 of 6APPLICATION OF YELLOW AIR TAXI Exhibit YAT-303 Page 1 of 1

Actions and Outstanding Judgments for More Than $5,000

There are no pending actions or judgments fo r more than $5,000 against Yellow Air Taxi, any relevant corporation and, except as otherw ise stated in their que stionnaire responses (see : Exhibit YAT-205) against any key pers onnel employed (or to be employed) by Yellow Air Taxi, or any person having a s ubstantial interest in Yellow Air Taxi.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-304 Page 1 of 1

Actions and Outstanding Judgments for Less Than $5,000

There are no pending actions or judgments fo r more than $5,000 against Yellow Air Taxi, any relevant corporation and, except as otherw ise stated in their que stionnaire responses (see : Exhibit YAT-205) against any key pers onnel employed (or to be employed) by Yellow Air Taxi, or any person having a s ubstantial interest in Yellow Air Taxi.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-401 Page 1 of 1

Description of Applicant’s Fleet

Friendship Airways, Inc. currently operates f our (4) Cessna 402C airc raft. All aircraft would be utilized for air taxi service. In conformance with the Supplemental Inspection Program, currently one aircraft is approved for scheduled service. An additional aircraft is completing the SIP inspection to be approved for scheduled service. All aircraft have a 9-seat passenger configuration.

FAA Number Aircraft Serial Number Owned/ Leased N521FA 402-C0465 Leased N526FA 402-C0517 Leased N522FA 402-C0338 Leased N523FA 402-C0621 LeasedAPPLICATION OF YELLOW AIR TAXI Exhibit YAT-402 Page 1 of 1

Description of Plans for Additional Aircraft

At the present time, Yellow Air Taxi does not pl an to acquire any additi onal aircraft to its existing air taxi operations or prior to commencing scheduled service operations.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-501 Page 1 of 1

Statement Regarding Status of All Pending Investigations, etc.

Friendship Airways, Inc. has no pending invest igations, enforcement actions, or formal

complaints filed by the Department, including the FAA, against it, in cluding any relevant

corporation or any personnel employed.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-502 Page 1 of 1

Statement Regarding Status of All Pending Investigations, etc.

There have been no charges of unfair or decep tive or anticompetitive business practices,

or of fraud, felony or antitrust violation, br ought against Yellow Air Taxi or any relevant

corporation or person having a s ubstantial interest in Yellow Air Taxi or any relevant

corporation, or member of the key personnel employed (or to be employed) by Yellow Air

Taxi or any relevant cor poration since its compliance with Consent Order 2005-20077.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-503 Page 1 of 1

Aircraft Accide nts/ Incidents

Friendship Airways, Inc has no pending invest igations, enforcement actions, or formal

complaints filed by the Department, including the FAA, against it, in cluding any relevant

corporation or any personnel employed regard ing any aircraft accidents or incidents.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-601 Page 1 of 2

Narrative History

Upon graduating college with a Bachelor of Science degree from Newbury College of

Further Education, Newbury, England in 1979 Christopher B. Behnam pursued his lifelong

dream of becoming an aviator. Mr. Behnam re ceived his airman’s certificate in 1979 and

joined West Air Airlines in 1983. West Air, as a United Airlines E xpress carrier, gave Mr.

Behnam the springboard he needed to fly for a ma jor U.S. Carrier, joining United Airlines in

1987.

At United, Mr. Behnam served aboard Bo eing 747-400 as the youngest First Officer,

flying in this type domestically and around th e world. Accruing hours and seniority, Mr.

Behnam became a Captain in Boeing 757 / 767 airc raft and for over ten years served as a line

check airman.

But it was in the formative years with the ne w part 135 carrier, West Air, which gave Mr.

Behnam the commuter experience that would fo rm him and enable him to become an

aviation businessman. His twenty-three years at United have taught him the professional

safety standards and also the financial pitfalls of major airlines.

Years later, vacationing with his family in the Bahamas, Mr. Behnam discovered that

South Florida and specifically Fort Lauderdal e lacked a strong airline specializing in

consumer representation and customer satisfaction. The airlines in thisAPPLICATION OF YELLOW AIR TAXI Exhibit YAT-601 Page 1 of 2

market, with very few exceptions, lacked br and recognition, reliable service and a culture

well founded in safety.

In 2003, with financial backing mostly ge nerated by himself, Mr. Behnam formed

Friendship Airways, Inc. and began an on-de mand air taxi operation known as Yellow Air

Taxi. Mr. Behnam did so by purchasing OPM, In c. and its certificate authorities and then

changed the company’s procedures to conform to FAA regulations and to conform to his idea

of a consumer-friendly, safe and profitable airline.

Today, Friendship Airways, Inc. has a fleet of four (4) Cessna 402- C aircraft serving ondemand charter markets from its home base in Fort Lauderdale Inte rnational Airport and

markets in South Florida and the Northern Bahamas.

Should it receive the regulato ry approval requested as desc ribed in this application,

Friendship Airways, d/b/a/ Yell ow Air Taxi intends to resume scheduled service up to once

(1) daily to Marsh Harbour.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-602 Page 1 of 3

Current Authority

A. Friendship Airways, Inc. currently hol ds an FAA Certificate No. 03PA908H

(copy attached at Exhibi t YAT-602, page 2 of 2).

The FAA Certificate District Holding Office is:

Federal Aviation Administration Flight Standards District Office #17 2895 SW 145 th Avenue Suite #120 Miramar, FL 33027

Friendship Airways, Inc.’s Principle Op erating Inspector (“POI”) is Mr. Jerry

Proenza, (954) 635-1317.

B. Friendship Airways, Inc. is currently registered with the Department pursuant to

14 C.F.R. §298 as an on-demand air ta xi (copy attached at Exhibit YAT-602,

pages 3 & 4 of 5).

C. Friendship Airways, Inc., al so currently holds a license for Charter Services in

The Bahamas. See : Exhibit YAT-602 at page 5 of 5.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-602 Page 2 of 3APPLICATION OF YELLOW AIR TAXI Exhibit YAT-602 Page 3 of 3APPLICATION OF YELLOW AIR TAXI Exhibit YAT-603 Page 1 of 2

Description of Proposed New Services

Friendship Airways, Inc. d/ b/a Yellow Air Taxi currently flies a limited number of

charter flights between its home base in Fort Lauderdale, FL and the Northern Bahamas.

If the regulatory approval requested here in is granted, Friendship Airways plans to

resume scheduled commuter operations serving th e Bahamas with daily morning flights from

Fort Lauderdale (FLL) and Marsh Harbour (MHH).

The company operates out of Fort Lauderdale, a city in rapidly growing Broward County.

The county’s population is in ex cess of one million, and ranks 15 th in county size in the

United States. Census data indicates its population grew 23% during the 1980’s and 29% in

the 1990’s.

Abacos Island, which includes the towns of Marsh Harbour and Treasure Cay, is the

fastest growing out-island destination in th e Bahamas. It has over 900 hotel rooms and

nearly one thousand boat slips for ocean going vessels. In addition, it has a very large

number of villas and condos which serve as second homes and are available for weekly

rental.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-603 Page 2 of 2

Eighty percent of tourism to the Bahamas em anates from the United States, with Fort

Lauderdale and Miami serving as the main launc hing points. Since its inception, Yellow Air

Taxi has created a strong internet presence w ith prominent placement in search engines and

an attractive and informative website. A large percentage of its passengers fly into Fort

Lauderdale from all over the United States a nd connect with Yellow Air Taxi charters.

With over six years of operation, Yellow Ai r Taxi has also developed a very strong

passenger base with many repeat passe ngers flying several times per month.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-604 Page 1 of 4

Pre-Operating Projections & Forecast Balance Sheet/ Income StatementAPPLICATION OF YELLOW AIR TAXI Exhibit YAT-604 Page 2 of 4APPLICATION OF YELLOW AIR TAXI Exhibit YAT-604 Page 3 of 4APPLICATION OF YELLOW AIR TAXI Exhibit YAT-604 Page 4 of 4APPLICATION OF YELLOW AIR TAXI Exhibit YAT-605 Page 1 of 2

Funding to Meet Financial Fitness Test

Attached hereto please find a statement as to the funding available to meet the financial

fitness test.

CONFIDENTIAL TREATMEN T REQUESTED UNDER §302.12APPLICATION OF YELLOW AIR TAXI Exhibit YAT-701 Page 1 of 2

Signed Counterpart of Agreement 18900 (OST Form 4523)APPLICATION OF YELLOW AIR TAXI Exhibit YAT-701 Page 2 of 2