U.S. Department of Transportation Office ofthe Secretary OfTransportation l\llgust 10, 2012 Mr. ShawnSimpson President BoutiqueAir, Inc. 340Pine St., Suite503 SanFrancisco, CA 94104 RE: DocketDOT-OST-2012-0108 ApplicationofBoutiqueAir, Inc. : n**,-~** 1 4 t 0**~._;** ,__, • j I

ForAuthorityto ConductCommuterOperations DearMr. Simpson: 1200 NewJersey Ave.• S.E. Washington, DC 20590

We have completed our initial review ofthe information you filed onJuly 2, 2012. on behalfof 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 DocketDOT-OST -2012-0108. I In the meantime, as is the Department's practice, further processing ofyour application will be deferred pending receipt ofthis material. Thank you for your cooperation in this matter. Ifyou have any questions regarding this letter or the requested information, please feel free to contact Barbara Snodenofmy staffat (202) 366-9721.

Lat ·aly J. Remo Chie
. ircarrier Fitness Division Office ofAviation Analysis Enclosure
cc: DocketDOT-OST-2012-0108 Mr. GeraldGriswold POI for Boutique Air. Inc. FAA. Sacramento FSDO

### REQUEST FOR INFORMATION BOUTIQUE AIR, INC.
GENERAL INFORJ\'IATION l. Please provide a copyofBoutique Air's most recently approved OSTForm4507.
J Please provide a copy ofthe Pre-Application Statement ofIntent (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 OPERATINGPLANS 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:

1 a. The forecast information provideddoes not show certainexpenses 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, pleaseexplain. 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 hangarcostof$2,500 per month which would equal a yearly cost of$30,000. Please clarify.
c. Boutique Airrefers 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 BoutiqueAir. The footnotes should, among otherthings. include adescription of:

a. The companies' significant accounting policies. such as for depreciation, amortization ofintangibles. 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 orrelevant corporation has entered during the past 6 months, orproposes to enter during the next 6 months, including a bank orother institutional financing, private financing, etc.; and

c. Any liabilities ofthe applicant orrelevant corporation that are more than 60 days past due at the time of the application, including the amount and the circumstances underwhich they are past due and will be paid. 3. Withrespect 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 associatedwith airtransportationoperations will notbe incurred, pleaseexplain. 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 onlytwo 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 whenoperations begin."
.. d. BoutiqueAir is budgeting $40,000for personnel salaries. However, anote on the same page explains that $30,000 will bebudgeted. Pleaseclarify.

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 orbetween 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 explainthe principal business ofOpenTrip. 6. With respect to Exhibit BA-9. Historical Financial Statements, OpenTrip Balance Sheet, June 30, 2012:

a. Please explainthe S169.598 investment in Boutique Air. b. Please explainthe S1.25 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 2012**~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 ofIntent for Aircraft Lease Agreement between Targaryen and BoutiqueAir:

a. We are unable to identify the name of the Targaryen representative who signed the contract. Therefore, pleaseprovide the name ofsaid individual. b. Item 4 states that Boutique Air will return the aircraft to Targaryen "following

. each usage." Does this statement apply to eachflight performedbyBoutiqueAir?

pleaseexplain. · 9. Please provide the number and type of aircraft currently operated and indicate whether they are owned orleased. I0. 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 verifythis information. In this.regard, we ask that you please provide a new letter from BankofAmericathat contains all pertinent information, such as contact information for the signatory, to enableus to verify funds availableto BoutiqueAir. BoutiqueAir also provided third-party verification from Bank ofAmericafor Open Trip, the parent company ofthe 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 bythe following certification: The contents of this application and the attached exhibit (s) are true and correct to the best ofmy knowledge and belief. Pursuant to Title 18 United States Code Section 100I. I 

### Ithe 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 ofthe applicant. have not in any manner knowingly and \villfully falsified, 3concealed or failed to disclose any material fact or made any .false. fictitious, or fraudulent statement orknowingly 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 shallbefined orimprisonednotmore than five years, orboth.