BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Submission of SILVER AIRWAYS CORP., first year progress report under 49 U.S.C. § 41110 ) ) ) ) ) Docket OST-2011-0061 ) ) )

SUBMISSION OF SILVER AIRWAYS CORP. FIRST YEAR PROGRESS REPORT

Communications with respect to this document should be served upon:

For Silver Airways Corp.

David M. Hernandez Shareholder VEDDER PRICE P.C. 1401 I Street NW, Suite 1100 Washington, DC 20005 (202) 312-3340 dhernandez@vedderprice.com Darrell Richardson President/Chief Executive Officer SILVER AIRWAYS CORP. 1100 Lee Wagner Blvd., Suite 201 Fort Lauderdale, FL 33315 (954) 880-9782 drichardson@gosilver.com

June 13, 2012BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Submission of SILVER AIRWAYS CORP., first year progress report under 49 U.S.C. § 41110 ) ) ) ) ) Docket OST-2011-0061 ) ) )

SUBMISSION OF SILVER AIRWAYS CORP. FIRST YEAR PROGRESS REPORT

Pursuant to the Department of Transportation’s (the “Department”) Order Transferring Commuter Air Carrier Authority dated A pril 29, 2011 (the “Order”), VPAA Co. (“VPAA”) was (1) deemed fit, willing, and able to c onduct scheduled passenger operations as a commuter air carrier; and (2) transferred the commuter air carrier authorization issued to Gulfstream International Airlines, Inc. On Novembe r 1, 2011, VPAA amended its Articles of Incorporation to reflect the change in its name from VPAA to Silver Airways Corp. (the “Company”). On November 28, 2011, the Department r eissued the Order to reflect the change in VPAA’s corporate name. The Company hereby submits as its first year progre ss report, in compliance with the

Order: Current Operations The Company currently operates a fleet of twenty-on e Beechcraft B1900D and five Saab 340B/Plus aircraft. Five of the twenty-one B1 900D aircraft have been removed from service and replaced with the five Saab 340B/Plus m odels. The remaining sixteen B1900D

aircraft are in service.Submission of Silver Airways Corp. First Year Progr ess Report

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The Company serves four principal markets: Florida intrastate routes, Florida routes to and from the Bahamas, Cleveland EAS routes, and Montana EAS routes. The Florida intrastate routes include Fort Lauderdale, Key West , West Palm Beach, Tampa, Gainesville, Tallahassee, and Pensacola. The Florida routes to and from the Bahamas serve Bimini, Freeport, Treasure Cay, Marsh Harbour, Eleuthera, G overnor’s Harbour, and George Town. The Cleveland EAS routes serve Cleveland, Parkersbu rg, Lewisburg, Dubois, Franklin, Bradford, and Jamestown. The Montana EAS routes se rve Billings, Helena, Lewiston, Havre, Glasgow, Wolf Point, Sidney, Glendive, and M iles City. The Company has five hundred and forty-five (545) full-time employees and sixtyfive (65) part-time employees. Summary of Changes (Year One) During the past year, the Company has made operatio ns changes to its fleet, routes, maintenance, and infrastructure and bench strength. The fleet of B1900D aircraft are being replaced by the newer Saab 340B/Plus aircraft. Fiv e of the older B1900D models have been removed from service and replaced by five Saab 340B /Plus aircraft. The Company’s routes have been realigned to focus more on customer servi ce and reliability. Additional flights

were added from Orlando to the Bahamas. For mainte nance purposes, the Company leased a new 61,000 square foot hangar pursuant to a long-te rm deal. Further, the Fort Lauderdale

maintenance base was relocated to the new Gainesvil le facility. The Fort Lauderdale maintenance facility is being eliminated to accommo date a runway extension. To improve its infrastructure and bench strength, the Company inve sted money in management knowledge and experience improvements as well as in new advan ced technology computer systems.Submission of Silver Airways Corp. First Year Progr ess Report

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The Company further designed and certified a new Sy stem Operational Control Center located at its Fort Lauderdale headquarter building

. Anticipated Changes (Year Two) During its second year, the Company anticipates ope rations changes to its fleet, routes, maintenance, and infrastructure and bench s trength. The Company expects continued replacement of the B1900D aircraft with the Saab 34 0B/Plus aircraft. By the end of its second year, the Company will have replaced all of the B1900D models in its Florida and Bahamas markets, leaving four B1900D aircraft in it s Cleveland market and four in its Montana market. On August 1, 2012, the Company wil l begin EAS routes out of Washington Dulles Airport operating to Altoona, Joh nstown, Morgantown, Clarksburg, Shenandoah Valley, Beckley, and Lewisburg using thr ee Saab 340B/Plus aircraft. On October 1, 2012 the Company will begin EAS routes o ut of Atlanta operating to Hattiesburg, Meridian, Gainesville, Greenville, Tupelo, Muscle S hoals, and Lewisburg using three Saab 340B/Plus aircraft. The Company may add additional routes as opportunities arise. The Company will continue to grow its in-house maintena nce capabilities in Gainesville and will be adding the Saab 340B/Plus heavy check program. The Company’s infrastructure and bench strength will continue to build to create a b etter and more professional airline.

Current Financial Statements Attached please find a copy of the Company’s curren t financial statements. (Exhibit

A .) Senior Management and Key Technical Personnel Attached please find a list of the Company’s curren t senior management and key technical personnel. (Exhibit B .)Submission of Silver Airways Corp. First Year Progr ess Report

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WHEREFORE, the Company respectfully submits this fi rst year progress report pursuant to the Order.Submission of Silver Airways Corp. First Year Progr ess Report

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The contents of this application and the attached e xhibits are true and correct to the best of my knowledge and belief. Pursuant to Title 18 United States Code Section 1001, I, Darrell Richardson, in my individual capacity and a s the authorized representative of the applicant, have not in any manner knowingly and wil lfully falsified, concealed or failed to disclose any material fact or made any false fictit ious, 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 th at an individual who is found to have violated the provisions of 18 U.S.C. section 1001 s hall be fined or imprisoned not more than five years, or both.

For Silver Airways Corp.:

/S/ Darrell Richardson

Darrell Richardson President/Chief Executive Officer SILVER AIRWAYS CORP. 1100 Lee Wagner Blvd., Suite 201 Fort Lauderdale, FL 33315 (954) 880-9720 drichardson@gosilver.comCERTIFICATE OF SERVICE I, Megan Schreck, hereby certify that I have, this, the 13th day of June 2012, caused a true copy of the foregoing Submission of S ilver Airways Corp. First Year Progress Report to be served on the following Parti es via electronic mail:

Name Organization Address

Laura Remo Air Carrier Fitness Division, X-56 laura .remo@dot.gov

Catherine O’Toole Air Carrier Fitness Division, X-5 6 Catherine.O'Toole@dot.gov

Peter Lynch Asst. Chief Counsel for

Enforcement, AGC-300 peter.lynch@faa.gov

W. Jeff Weber FAA Certification Section

Manager, AFS-900 w.jeff.weber@faa.gov

Rosendo M. Rigau South Florida CMO – 29 rosendo.m. rigau@faa.gov

Dan Weiss United Continental Holdings dan.weiss@co air.com

/S/ Megan Schreck Megan SchreckLIST OF EXHIBITS

Exhibit Title

A Financial Statements B Senior Management and Key Technical PersonnelEXHIBIT A

Financial Statements (See Attached.)Assets ($000)

Current Assets: Cash and cash equivalents 3,621 Accounts receivable 5,434 Expendable parts inventory 1,441 Prepaid expenses 590 Total Current Assets 11,085

Fixed Assets: Aircraft 33,899 Flight equipment 7,115 Other property and equipment 1,917 42,931 Less accumulated depreciation (8,748) Total Property and Equipment 34,183

Other Assets: Other assets 2,117 Total Other Assets 2,117

Silver Airways Corp Balance Sheet As of April 30, 2012

Total Other Assets 2,117 Total Assets 47,385 Liabilities and Stockholders' Equity ($000)

Current Liabilities: Accounts payable and accrued expenses 10,620 Air traffic liability 1,164 Other current liabilities 69 Total Current Liabilities 11,853 Long Term Liabilities: Long-term debt, net of current portion 37,998 Total Long Term Liabilities 37,998 Total Liabilities 49,851 Stockholders' Equity: Capital Stock 0 Additional paid in capital 7,900 Accumulated deficit (10,366) Total Stockholders' Equity (2,466) Total Liabilities and Stockholder's Equity 47,385Operating Revenue ($000) Passenger revenue 45,889 EAS Subsidies 19,480 Autec 1,213 Cuba charter 19,932 Other operating revenues 2,474 Total Revenue 88,988

Operating Expenses Fuel & into-plane 18,309 Aircraft rent 223 Flight operations 11,899 Pilot Training 417 Maintenance 14,520 Passenger service 11,875 Cuba Charters 18,853 Promotion & sales 3,302 General & administrative 6,836

Silver Airways Corp Income Statement For the year ended April 30, 2012

General & administrative 6,836 Depreaciation & amortization 10,443 Total Operating Expenses 96,678

Income (loss) from operations (7,690)

Interest and other 4,578

Income (loss) before taxes (12,268)

Income tax provision

- Net income (loss) (12,268) EBITDA 2,753

Addbacks 5,310 Adjusted EBITDA 8,063Silver Airways Corp Financials (Year Ended April 30 , 2012) Income Statement Operating Revenue ($000) Passenger revenue 45,889 EAS Subsidies 19,480 Other operating revenues 23,619 Total Revenue 88,988 Operating Expenses Fuel & into-plane 18,309 Flight operations 12,540 Maintenance 14,520 Passenger service 30,728 Promotion & sales 3,302 General & administrative 6,836 Total Operating Expenses 86,235 % of revenue 96.9%

EBITDA 2,753 Addbacks 5,310 Adjusted EBITDA 8,063 % Margin 9.1% Less: Depreciation & amortization (non-cash) 10,443 Operating Income (2,380) % Margin -2.7% Balance Sheet Assets ($000) Cash and cash equivalents 3,621 Accounts receivable 5,434 Expendable parts inventory 1,441 Prepaid expenses 590 Total Current Assets 11,085 Total Property and Equipment 34,183 Intangible assets

- Other assets 2,117 Total Assets 47,385 Liabilities and Stockholders' Equity Accounts payable and accrued expenses 10,620 Air traffic liability 1,164 Other current liabilities 69 Total Current Liabilities 11,853 Total Long Term Liabilities 37,998 Total Liabilities 49,851 Total Stockholders' Equity (2,466) Total Liabilities and Stockholder's Equity 47,385EXHIBIT B Senior Management and Key Technical Personnel

Name Position FAA Part 119 Requirement Darrell Richardson President/Chief Executive Office r David Querio Chief Operating Officer Phil LeFevre Vice President Flight Operations Direc tor of Operations Michael Purchon Vice President of Airport Operation s Peter Barry Vice President of Technical Operations Director of Maintenance Craig Attell Vice President of Safety, Security and

Regulatory Compliance Director of Safety Edward Knap Chief Pilot Chief Pilot Mickey Bowman Vice President EAS Program

Curtis Berchtold Chief Financial Officer Donna Tipsword Vice President Human Resources & Employee

Development Matthew Holiday Vice President of Marketing & Sales Terry Pentecost Director of Quality Control William Lyon Director of Maintenance Chief Inspecto r Alex Rodriguez Vice President IT