P .O. Box 520461 , San Jose Village, Tinian, MP 96952

- 0461

Tel.: 670

- 433

- 9998/9989 Fax.: 670

- 433

- 9990 Web site: www.starmarianasair.com
Page 1 of 2 

### Marianas Air

J u l y 1 9 , 2011

US Department of Transportation

Air Carrier Fitness Division

Attn: Ms. Laura Remo

1200 New Jersey Avenue, SE
Washington, DC 20590

Re: Email Correspondence dated J u l y 1 2 , 2011

In reference to Docket DOT

- OST

- 2010

- 0235
Application of Star Marianas Air, Inc. for Commuter Authority

Dear Ms. Remo,

I am writing in response to the email correspondence from Ms. Catherine O’Toole received on J u l y 1 2 t h

wherein additional o w n e r s h i p info rmation was requested in relation to Star Marianas Air, Inc’s request
for Commuter Authority. I have reproduced the re quest from the email and included the response to

th e request below and in attachments to this letter.

1. “ Star’s Annual Report dated May 9, 2011, filed with the Department of Commerce of CNMI

indicates that there are 100,000 shares of Star stock issued and outstanding, and the amount
paid for these shares is $100,000. Star’s Balance Sheet for March 31, 2011, lists $20,000 of

capital stock. Please provide the quantities of Star stock 1) author ized, 2) issued, and 3)

outstanding, as of June 30, 2011. Please list all shareholders or subscribers of this stock and

provide any corresponding subscription agreements or shareholder agreements. ”

Response: P l e a s e s e e A t t a c h m e n t # 1 f o r a n amended c o r p o r a t e r e p o r t

, w h i c h r e f l e c t s t h e

c u r r e n t s t o c k s t a t u s s h o w i n g 1 0 0

, 0 0 0 s h a r e s o f a u t h o r i z e d s t o c k

, 2 0

, 0 0 0 s h a r e s o f s t o c k

i s s u e d

, a n d 8 0

, 0 0 0 s h a r e s o u t s t a n d i n g

.

2. “ Star’s Restated Articles of Incorporation dated May 2008, state in Article XVI that there are no
restrictions on stock ownership, including the statement that stock purchase is not limited to U.S.

citizens. What protection has Star taken in its governance documents to ensure that the air

carrier remains a U.S. c itizen as required by 49 U.S.C. 40102(a)(15)? ”

Response: P l e a s e s e e A t t a c h m e n t s # 2 ( S t a r M a r i a n a s A i r S h a r e h o l d e r s R e s o l u t i o n ) a n d # 3 ( S t a r M a r i a n a s A i r D i r e c t o r s R e s o l u t i o n ) w h i c h amend t h e r e s t a t e d a r t i c l e s o f i n c o r p o r a t i o n

d a t e d M a y 2 0 0 8 t o i n c l u d e l a n g u a g e e n s u r i n g t h e c o r p o r a t i o n r e m a i n s a U S C i t i z e n a s r e q u i r e d

b y 4 9 U

. S

. C 4 0 1 0 2 ( a ) ( 1 5 )

.Page 2 of 2

COMPLIANCE DISPOSITION

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

my knowledge and belief. Pursuant to Title 18 United States Code Section 1001, I Shaun Christian , in my
individual capacity as the authorized representative of the applicant, have not in any manner knowingly

and willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, or

fraudulent statement or knowingly used any documents which contains such statements in connection

with the preparation, filing or prosecution of the applicant. I understand that an individual who is found

to have violated the provisions of 18 United States Code Section 1001 shall be fined or i mprisoned not

more than five years, or both.

Please feel welcome to contact me should you have any questions or need additional information. I

look forward to finalizing our application process in the near future.

Sincerely,

Shaun R Christian

Presid ent/COO

Enclosure: Attachments 1 through 3

# ATTACHMENT 1

AMMENDED CORPORAT E ANNUAL REPORT

JULY 19, 2011

# ATTACHMENT 2

STAR MARIANAS AIR

SHAREHOLDER S RESOLUTION

JULY 15, 2011

### WAIVER OF NOTICE AND CONSENT

TO ACTION WITHOUT MEETING

MEETING OF

THE SHAREHOLDERS OF

STAR MARIANAS AIR INC.

The undersigned, bein g all of the shareholders of Star Marianas Air Inc., ("Corporation"), pursuant to CNMI law and the Corporation's By

- laws, waive notice of meeting, and consent to the adoption of the following resolutions without meeting:

WHEREAS , Shaun Christian and Paz Christian are the only shareholders of the Corporation;

WHEREAS , the Corporation is authorized to issue 100,000 shares of stock only 20, 000 shares have been issued and are outstanding.

WHEREAS , Shaun Christian and Paz Christian are the only shareholders of the Corporation with each owning 10,000 shares of stock.

WHEREAS , there are 80 ,000 shares which are not issued and have not been subscribed

to.

WHEREAS , there is currently no restriction on the ownership or transfer of shares.

WHEREAS , the shareholders desire to amend Article XVI of the Corporation’s Articles of Incorporation t o place restriction on ownership of shares:

NOW THEREFORE BE IT RESOLVED that the existing Article XVI of the Corporation’s Articles of Incorporation is hereby repealed and the following is hereby adopted as

Article XVI:

XVI

RESTRICTION ON STOCK OWNE RSHIP

(A) The ownership of shares shall not be limited to United States citizens. This Corporation shall, however, be owned and operated in compliance with 49 U.S.C. 40103(a)(15) and all other federal laws and regulations governing a domestic air carri er. Any transfer or conveyance of stock or interest in stock which is contrary to 49 U.S.C. § 40103(a)(15) or any other applicable federal law governing a domestic air carrier shall be null and void and shall not have any effect

whatsoever.

### (B) If a S hareholder intends to sell, exchange, or otherwise transfer any shares of stock (“Offered Shares”) to anyone, then said Shareholder shall first send a written notice to the Corporation and all the other Shareholders specifying the number of shares to be tr ansferred, the proposed purchase price and payment terms, the identity of the transferee and any other material terms of the transfer. For a period of 30 days, the Corporation shall have an option to purchase all or any part of the Offered Shares upon paym ent of the price specified in the offer. If within the 30 day period the Corporation does not exercise its option to purchase all of the shares specified in the notice, then the other Shareholders shall have an option for an additional 15 day period to

pu rchase all (but not less than all) the shares not purchased by the Corporation (the "Available Shares") at the same purchase price and upon the same terms and conditions. The Available Shares shall be divided among the Shareholders electing to purchase the m in such manner as they may agree or if they do not so agree, in proportion to the number of shares of the Corporation then owned by such Shareholders. If, however, the Corporation in good faith determines the proposed sale will cause the Corporation to b e in violation of 49 U.S.C. § 40103(a)(15) or any other federal law governing domestic air carriers, then the Corporation can forbade the sale or take any legal action necessary to enjoin the sale.

RESOLVED that Article XVI of the Corporation's Art icles of Incorporation is hereby

amended to reflect to read as above.

RESOLVED that the Corporation’s Board of Director’s shall take the necessary action to effectuate the amendment to Article XVI of the Corporation’s Article of Incorporation.

BE IT F URTHER RESOLVED , the effective date of this Resolution shall be upon

their execution.

IN WITNESS WHEREOF , the undersigned, being the directors of the Corporation hereby execute this Waiver of Notice and Consent to Action Without Meeting on this 1 5 th day of July, 201 1

.

_________

____________ _____________________ Shaun Christian Paz Christian

Shareholder Sha reholder

# ATTACHMENT 3

STAR MARIANAS AIR

BOARD OF DIRECTOR S RESOLUTION

JULY 15, 2011

### WAIVER OF NOTICE AND CONSENT

TO ACTION WITHOUT MEETING

MEETING OF

THE BOARD OF DIRECTORS OF

STAR MARIANAS AIR INC.

The undersigned, being the members of the Board of Directors of Star Marianas Air Inc., ("Corporation") , pursuant to CNMI law and the Corporation's By

- laws, waive notice of meeting, and consent to the adoption of the following resolutions without meeting:

WHEREAS , Shaun Christian and Paz Christian are the only shareholders of the Corporation;

WHEREAS , t he shareholders have voted to amended XVI of the Corporation’s Articles of Incorporation to provide for restriction of stock ownership and transfer of shares..

WHEREAS , the amendment to Article XVI as approved by the shareholder’s is as

follows:

XVI

RESTRICTION ON STOCK OWNERSHIP

(A) The ownership of shares shall not be limited to United States citizens. This Corporation shall, however, be owned and operated in compliance with 49 U.S.C. 40103(a)(15) and all other federal laws and regulations gover ning a domestic air carrier. Any transfer or conveyance of stock or interest in stock which is contrary to 49 U.S.C. § 40103(a)(15) or any other applicable federal law governing a domestic air carrier shall be null and void and shall not have any effect

wh atsoever.

(B) If a Shareholder intends to sell, exchange, or otherwise transfer any shares of stock (“Offered Shares”) to anyone, then said Shareholder shall first send a written notice to the Corporation and all the other Shareholders specifying the number of shares to be transferred, the proposed purchase price and payment terms, the identity of the transferee and any other material terms of the transfer. For a period of 30 days, the

### Corporation shall have an option to purchase all or any part of the Offered Shares upon payment of the price specified in the offer. If within the 30 day period the Corporation does not exercise its option to purchase all of the shares specified in the notice, then the other Shareholders shall have an option for an additi onal 15 day period to purchase all (but not less than all) the shares not purchased by the Corporation (the "Available Shares") at the same purchase price and upon the same terms and conditions. The Available Shares shall be divided among the Shareholders electing to purchase them in such manner as they may agree or if they do not so agree, in proportion to the number of shares of the Corporation then owned by such Shareholders. If, however, the Corporation in good faith determines the proposed sale

will c ause the Corporation to be in violation of 49 U.S.C. § 40103(a)(15) or any other federal law governing domestic air carriers, then the Corporation can forbade the sale or take any legal action necessary to enjoin the sale.

WHEREAS , the shareholders a lso authorized the directors to take the necessary action to effectuate the amendment to XVI of the Corporation’s Articles of Incorporation.

NOW THEREFORE BE IT RESOLVED that Article XVI of the Corporation’s Articles of Incorporation as amended by the Co rporation’s shareholder’s is hereby adopted as an official act of the Corporation and the Articles of Incorporation are hereby amended to reflect the change.

BE IT FURTHER RESOLVED that the Corporation’s President shall take all necessary action

to effectuate the amendment to Article XVI of the Corporation’s Articles of Incorporation.

RESOLVED , the effective date of this Resolution shall be upon their execution.

IN WITNESS WHEREOF , the undersigned, being the directors of the Corporation hereby

e xecute this Waiver of Notice and Consent to Action Without Meeting on this 15 th 

### day of July,

2011

.

_____________________ _____________________ Shaun Christian Paz Christi an Director Director