U.S. Department of 

Transportation 

Office of the Secretary 

Of Transportation 

l\llgust 10, 20 12 

Mr. Shawn Simpson 

President 

Boutique Air, Inc. 

340 Pine St., Suite 503 

San Francisco, CA 94104 

RE: Docket DOT-OST-2012-0108 

Application of Boutique Air, Inc. 

: n ,-~ 14 t 0 ~._; ,__, • j I 

For Authority to Conduct Commuter Operations 

Dear Mr. Simpson: 

1200 New Jersey Ave .• S.E. 

Washington, DC 20590 

We have completed our initial review of the information you filed on July 2, 2012. on behalf of 

Boutique Air, Inc. ("Boutique Air"), for the determination of its fitness to conduct commuter 

operations. We have determined that we will need additional and/or clarifying information 

before we may complete our review. The attached Information Request lists the areas where 

further information/clarification is necessary. I ask that you respond fully to this request within 

30 days of the date of this letter. You may upload your response via the web 

at www.regulations.gov in Docket DOT-OST -2012-0108. 

I 

In the meantime, as is the Department's practice, further processing of your application will be 

deferred pending receipt of this material. Thank you for your cooperation in this matter. If you 

have any questions regarding this letter or the requested information, please feel free to contact 

Barbara Snoden of my staff at (202) 366-9721. 

Lat ·aly J. Remo 

Chie . ir carrier Fitness Division 

Office of Aviation Analysis 

Enclosure 

cc: Docket DOT-OST-2012-0108 

Mr. Gerald Griswold 

POI for Boutique Air. Inc. 

FAA. Sacramento FSDO 
REQUEST FOR INFORMATION 

BOUTIQUE AIR, INC. 

GENERAL INFORJ\'IATION 

l. Please provide a copy of Boutique Air's most recently approved OST Form 4507. 

J Please provide a copy of the Pre-Application Statement of Intent (PASI) which was filed 

with the FAA. 

CORPORATE STRUCTURE AND 0\VNERSHIP 

l. In reference to Exhibit BA-1, page 3, please identify all persons with an ownership 

interest in Open Trip, Inc., and indicate the number and type (non-voting, preferred, etc.) 

of shares owned, the total shares outstanding held by each, along with their address, 

citizenship, and principal business. If there are several layers of ownership by 

companies, information on the stock ownership should be provided for each layer until 

the ultimate individual shareholders are reached. 

FINANCIAL POSITION AND OPERATING PLANS 

I. It does not appear as though Boutique Air included all the costs normally associated with 

air transportation operations. For instance, forecast financial statements typically include 

fuel, insurance, aircraft lease deposits, legal fees, etc. Please address the issues below: 

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a. The forecast information provided does not show certain expenses such as landing 

fees and management and key personnel salaries related to the proposed 

operation. Please provide updated financial forecasts that include all the expenses 

to be inCLmed. If certain expenses normally associated with air transportation 

operations will not be incurred, please explain. 

b. Exhibit BA-ll, Assumptions for Forecast Financial Statements, indicates that the 

fixed costs for the hangar will be $20,000 a year. However, Exhibit BA-lO Start 

Up Costs indicates a hangar cost of $2,500 per month which would equal a yearly 

cost of $30,000. Please clarify. 

c. Boutique Air refers to general and administrative operating expenses in several of 

its financial statements. Please specify what costs are incorporated into this 

expense category. 

Please submit the explanatory footnotes to the financial statements of Open Trip and 

Boutique Air. The footnotes should, among other things. include a description of: 

a. The companies' significant accounting policies. such as for depreciation, 

amortization of intangibles. overhauls. unearned revenues: 
b. Any liens or encumbrances against any of the applicant's or any relevant 

corporation's assets; any major commitments into wh~ch the applicant or relevant 

corporation has entered during the past 6 months, or proposes to enter during the 

next 6 months, including a bank or other institutional financing, private financing, 

etc.; and 

c. Any liabilities of the applicant or relevant corporation that are more than 60 days 

past due at the time of the application, including the amount and the 

circumstances under which they are past due and will be paid. 

3. With respect to Exhibit BA-10, Start Up Costs: 

a. Start Up Costs should include the costs to obtain necessary government approval 

(Operation Specifications, etc.), establishing stations, introductory advertising, 

and salaries earned prior to start up. Please provide updated financial forecasts 

that include all the expenses to .·be incurred. If certain expenses normally 

associated with air transportation operations will not be incurred, please explain. 

b. Costs incurred for travel, lodging and training is multiplied by three for pilots 

added to the certificate. However, Exhibit BA-ll Assumptions for Forecast 

Financial Statements indicates pilot salaries for only two pilots. Please clarify. 

c. Please explain the calculation of the costs involved with "flight training in the 

leased Pilatus" since the application states that "payment for leasing will 

~ ·commence when operations begin." .. 

d. Boutique Air is budgeting $40,000 for personnel salaries. However, a note on the 

same page explains that $30,000 will be budgeted. Please clarify. 

e. Both the Financial Statements and Forecasts. and Start-up Costs sheets indicate 

·•transport-related expenses." Please explain what these are. 

4. Please explain any relationships among or between Mr. Simpson, Targaryen, Open Trip, 

and Boutique Air, other than that identified in the application. For example, please 

explain the relationship between Mr .. Simpson and Targaryen, the relationship of Open 

Trip to Targaryen and the relationship of Bou~ique Air to Targaryen, etc. 

5. Please explain the principal business of Open Trip. 

6. With respect to Exhibit BA-9. Historical Financial Statements, Open Trip Balance Sheet, 

June 30, 2012: 

a. Please explain the S 169.598 investment in Boutique Air. 

b. Please explain the S 1.25 million in convertible notes SS. 
7. Exhibit BA-9, Statement of Operations ofBoutique Air, indicates that there were no air 

attack or on demand charter operations between January and June 20 12 ~d no on 

demand operations for calendar year 2011. Is the company currently op·eratln~? Please 

explain how the company is funding its current operating expenses if no revenues have 

been incurred. 

8. With respect to the Letter of Intent for Aircraft Lease Agreement between Targaryen and 

Boutique Air: 

a. We are unable to identify the name of the Targaryen representative who signed 

the contract. Therefore, please provide the name of said individual. 

b. Item 4 states that Boutique Air will return the aircraft to Targaryen "following 

. each usage." Does this statement apply to each flight performed by Boutique Air? 

please explain. · 

9. Please provide the number and type of aircraft currently operated and indicate whether 

they are owned or leased. 

I 0. In support of its financial fitness, Boutique Air provided third-party verification from 

Bank of America of funds currently available to the company, which was signed by 

Ms. Jennifer Belcher, Client Manager, Small Business Banking. However, contact 

information for Ms. Belcher was not included and we are therefore unable tq contact her 

to verify this information. In this. regard, we ask that you please provide a new letter 

from Bank of America that contains all pertinent information, such as contact information 

for the signatory, to enable us to verify funds available to Boutique Air. 

Boutique Air also provided third-party verification from Bank of America for Open Trip, 

the parent company of the applicant. This verification also lacks the contact information 

identified in the aforementioned paragraph. If Boutique Air will rely on Open Trip to 

help support its proposed commuter operations, we ask that a new letter from Bank of 

America containing all pertinent information, including contact information of the 

signature, be provided to enable us to verify funds available to Open Trip. We also ask 

that a letter from Open Trip stating that it will support Boutique Air's proposed 

operations be submitted. 

COlVIPLIANCE DISPOSITION 

The information provided pursuant to this Information Request should be accompanied 

by the following certification: 

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

best of my knowledge and belief. Pursuant to Title 18 United States Code Section 100 I. 

I I the individual signing the application. who shall he a principal owner. senior officer. 

or internal cmmsel of' the opplicantl. in my individual capacity and as the authorized 

representative of the applicant. have not in any manner knowingly and \villfully falsified, 

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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 

conoection with the preparation._ filing or prosecution of the application. I understand 

that an individual who is found ·to have violated the ptovisions of 18 U.S.C section 1001 

shall be fined or imprisoned not more than five years, or both.