### Hangar 1 West Tinian International Airport PO BOX 520461Tinian, MP 96952 Page 1 of 5

May 5, 2011

US Department of Transportation Air Carrier Fitness Division Attn: Ms. Laura Remo 1200 New Jersey Avenue, SE Washington, DC 20590

Re: Letter dated April 18, 2011 I n reference to Docket DOT-OST- 2010

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

Dear Ms. Remo,

I am in receipt of your letter dated April 18, 2011 wherein you request additional information in relation to Star Marianas Air, Inc ’ s request for Commuter Authority. I have reproduced the requests from your letter and included responses to those request below.

GENERAL INFORMATION

1. Please submit a copy of Star’s current certificate of insurance (OST Form 6410).

RESPONSE: See Attachment Number 1 (OST Form 6410)

2. Please place a copy of Star’s Preapplication Statement of Intent for commuter authority in the public docket of this proceeding, together with information on any changes that have been made to this filing since its original submission to the FAA.

RESPONSE: See Attachment Number 2 (Form 8400-6)

MANAGEMENT AND KEY TECHNICAL PERSONNEL

1. According to our records, several employees and/or shareholders of Star were once employed by Taga Air Charter, Inc., however this data is not reflected in Star’s application pursuant to 14 CFR 204.3(f)(5) and 14CFR 204.3(g)(4). Please explain this discrepancy.

RESPONSE:

According to the guidance provided by the Department (Information Packet on How to Become a Certificated Air Carrier; 2002) , the Department uses a “three

- part test” to determine fitness; e.g. managerial c ompetence, operating and financial plans, and the applicant’s compliance record (safety violations or fraud). It also states that the applicant must establish that it is owned and controlled by U.S. citizens.

### Page 2 of 5

Therefore, Star believed that the information requested pursuant to 14 CFR 204.3(f) (5) and 14 CFR 204.3(g) (4), is required by the Department in order to evaluate the managerial competence of the Company and establish that it is owned and controlled by U.S. citizens.

Since Star had been in operation for sometime (1 year & 6 months at the time of submission) and had demonstrated its managerial competence, Star interpreted the request for disclosure of any such interests by Star's employees or shareholders to be directed at ownership issues and therefore believed the disclosure was meant to include interest in existing carriers, etc.

“...and other [existing]

interests each holds or has held in any [existing] air carrier, [existing] foreign air carrier, [existing] common carrier, [existing] person substantially engaged in the business of aeronautics...”

Additionally, the definition of “key personnel” contained in the DOT’s guidance (cited below) did not seem to require all stockholders but only those who are key officials and primary stockholders that could potentially influence the affairs of Star.

‘Key personnel” refers to the President
, Chief Executive Officer. Chief Operating Officer, General Manager, Chief Financial Officer, Vice President(s), the Director of Operations & the Director of Maintenance, the Chief Pilot, the Director of Safety, and the Chief Inspector, as well as the Chairman and members of the Board or other key officials who may not be involved with the day- to -day operation of the company but who are primary stockholders and/or whose influence on the actions or policies of the applicant is, or potentially could be, substantial.

However, in view of the Department’s inquiries, Star may have misinterpreted the requirements. Star never intended not to disclose relevant information. Therefore, Star now provides the following supplemental disclosures:

Mr. Alfred Yue

– At the time of initial filing Mr. Yue held 25% of Star's stock and he was formerly the President of Taga Air Charter’s, Inc.

On March 3 rd 

### , 2011, Mr. Yue notified Star that he was leaving the area and relocating due to taking a position with a Japanese Company. He offered to sell his 5,000 shares of stock in Star to Shaun R. Christian

. Shaun agreed to buy the shares. On March 8, 2011, Shaun R. Christian purchased the shares from Mr. Yue. Shaun R. Christian held 75% of the Star’s s tock and Paz L. Christian held the remaining 25% of the stock. On March 18, 2011, Paz L. Christian became a naturalized US citizen and on March 22, 2011, Shaun R. Christian sold 25% of his shares to Paz L. Christian. Star’s stock is now equally divided between Shaun R. Christian and Paz L. Christian; both of whom are US Citizens. (See stock transfer agreements attached.)

Shaun R. Christian

–

Although not employed by Taga Air Charters, Inc., Shaun R. Christian temporarily held the position of President of Taga Air Charters, Inc. (February and March 2008 ) as well as 90,000 shares of the Taga's stock. However, the stock purchase agreements were contingent on representations that the transfer of ownership would allow continued operation of Taga’s business. On March 18, Taga suspended all flight operations and subsequently voluntarily surrendered its air carrier license at the recommendation of an outside consultant

### Page 3 of 5

who was brought in to assess Ta ga's compliance with various regulatory requirements. Therefore, the stock sale was annulled and all stock was returned to the previous owners of Taga Air Charters, Inc.

Robert F. Christian

– In his role as a consultant for CCI Corporation, represented himself as the managing director of Taga Air Charters, Inc. solely for the purpose of communicating with the FAA regarding Taga's compliance issues. The communication with the FAA resulted in Robert F. Christian notifying the FAA that Taga Air Charters, Inc. was stopping its flight operations on the 18 th 

### of March 2008. Subsequent to that action, Shaun R. Christian resigned as President and returned the stock to Taga’s previous shareholders. On March 31, 2008, Mr. Alfred Yue in his capacity as Taga Air Cha rters, Inc.’s President surrendered Taga Air Charter
, Inc.’s
, Air Carrier certificate to Mr. Chris Collins of the FAA's Honolulu office at a meeting in Saipan. Mr. Christian was never a paid employee of Taga Air Charters, Inc.

James Bell

–

Was formerly employed by Taga Air Charters, Inc. as a line pilot for the period from June 2007 to October 2007 (This information is disclosed in his resume which was previously attached to Star's filing).

Manny Gabor

–

Manny Gabor was the Director of Maintenance for Taga Air Charters, Inc. (This information was also disclosed in his resume which was previously attached to Star's filing).

2. Star’s application notes that Chief Pilot, James Edward Bell has an unresolved letter of investigation pending with the FAA. Please provide further information regarding the status of this letter.

RESPONSE:

Mr. Bell joined the Tinian Dynasty Hotel and Casino’s (TDHC) corporate flight department October 2008. The FAA took the position that certain flights being conducted by the TDH C required certification under 14 CFR 119. Three weeks after starting employment with the TDHC Jim B ell was the pilot on one of those flights. The FAA’s position has been appealed to the NTSB and remains open. No safety issues are involved

.

OPERATIONS AND FINANCIAL POSITION

1. Exhibit 4C of Star’s application states that Star has entered into leases for four aircraft. Please clarify. In addition, please provide a copy of the aircraft lease agreements.

RESPONSE: See Attachment Number 3 (Lease Agreements)

At the time of filing
, Star had entered into a lease agreement for a C402 aircraft. The lease was submitted to the FAA and the aircraft’ s maintenance was approved by the FAA. However, the lessor failed to meet Star’s delivery conditions and the lease was terminated. The aircraft has since been sold to a third party. Star did not have any further interest in leasing the aircraft and notified the FAA in November, 2010.

### Page 4 of 5

2. Please provide a copy of Star’s Articles of Incorporation and by -laws which reflect its current ownership structure.

RESPONSE: See Attachment Number 4 (Articles of Incorporation, By -Laws, and Annual Report)

3. Please provide stockholder agreement that pertain to the acquisition of company stock.

RESPONSE: See Attachment Number 5 (Stock Transfer Agreement)

4. Please provide third-party verification of all lines- of

- credit available to support Star’s proposed operations. This verification should include the total line- of -credit being made available, the amount such credit line has been drawn down to date, any conditions that must be met before funds will be advanced, the terms of repayment, and the expiration date. Further, if the line of credit is being supplied by an individual or organization (other than a recognized financial institution) copies of the personal or corporate financial statements of the individual or organization should also be provided.

RESPONSE: Star is currently sufficiently capitalized and does not require a line of credit. (Latest Star financial records will be provided upon request to substantiate this statement. See response to #5).

Since many of the flights being chartered are for one-way transfers, SMA has many open seats on repositioning flights that could be used for individual seat sales. For this reason SMA is seeking to gain the authority to offer scheduled flights (by announcing relocation departure times) to the general public. No material additional capital, equipment, and/or personnel are required to begin scheduled flights.

5. Please provide third- party verification of all cash deposits available to support Star’s proposed operations.

RESPONSE: See Attachment Number 6 (Bank Statements as of 12/31/2010)

The company is sufficiently capitalized and does not require a credit line. Bank statement s attached.

OWNERSHIP

1. For all persons who are not citizens of the United States as defined in 49 U.S.C. 40102(a)(15) and who directly or indirectly hold a debt or equity interest in the air carrier, describe the nature of the interest and the particular rights and liabilities of the parties.

a. Detail any actual or potential ability on the part of the non-citizen entities to influence control, directly or indirectly, the affairs of the air carrier. Provide any documents describing the rights or obligations of such entities.

RESPONSE:

No non citizens directly or indirectly hold a debt or equity interest in Star.

# Attachment Number 1
OST Form 6410

# Attachment Number 2
Form 8400-6

# Attachment Number 3 Lease Agreements

# Attachment Number 4 Articles of Incorporation, By-Laws, and Annual ReportI NITIAL R E POR T :

_ C HECK ONE : (X X ) Domestic Corporation REPORT FOR T H E Y EAR 20 11 ( ) Fo r eign Corpo r ation F ili ng Fee $50 .00 I M ake c hec k Payable to : CNM I TREASURER
F i le Or i ginal and One C op y

FILING: THE INITIAL REPORT M US T B E F IL E D WITHIN 60 D AYS OF INCORPORATION

. A NN UAL REPORT M UST B E FIL E D ON OR B EF ORE MARCH 1ST OF E ACH Y EAR

FIL E W ITH REG I STRAR OF CORPORAT I ONS
O f fice of the A t torney Gene r al
2 n d Fl oo r , Memorial B ldg

. /Ca p i t o l Hi ll Saipan, MP 96950

Name
, Mai l ing Addre s s & Telephone N o

. of Corp o ration : ( Attached map showing location if address is o n ly P. O

. B o x)

STAR MARIANAS AIR , IN C

. Tel

. No. 433

- 9998 P .O . Box 520461 Location : San Jose Vill a ge T in ia n, M P 9 6 952 Tini an , M P 969 5 2 Name, Ma i ling Add r ess & Te l ep h one N o

. of R egistered Agent : (Attached map s howing l o ca t ion if address is only P.O

. Box)

G

. Anthony Long Tel

. No

. 23 5- 4 802 P O B ox 504970 S aipan, MP 96950

LI ST O F D I REC TO RS:

Name Nationalit y Address S haun R

. Ch ri s t ian U SA P.O

. Box 520461
, Tinian MP 96952 P az L . Christian U SA P.O

. Box 5 2046 1
, T i nia n M P 96952 R obe r t F . Chr i stia n U SA P .O

. Box 52046 1
, T i ni an M P 96952

LIST O F OFFICERS :


### ,

Name P o sition Nat io nalit y Address S h a un R . Chris t ia n Preside n t/Se c re t ary US A P.O. B ox 52046 1 , Ti ni a n M P 96952 Paz L . C h rist i a n V i ce -P resident U SA P

. O

. Box 52 0 461
, T i nian M P 96952

DESCR I P TION O F BUS I NESS ACT I VITIES· List al l l ines of bus i n e ss T o provide charte r services i n t h e Maria n a Is l ands as well as engage in any l awf u l busi n es s , trade i n v es t m ent , t ran sactio n , v e n t ur e o r e n ter pri s e f o r wh ich the co r po r at i on ma y be fo r me d u nder C NM I l aw & r eg ul a t io n s

. and see AR TI C L E I V Pu r p oses and Powers of Art i cles of I nco rp or a tio n

. STOC K ISSUED AND O UT STAND I NG

Numbe r of Shares Class of Share s Amount Paid for Shares 10 0 000 Com m o n $ 10 0 000
, 0 0
NAME O F SHAREHOLDERS IMMIGRAT I ON STATUS NATIONA LI T Y NUMBER O F SHARES HE L D

Shaun R

. Christian USA 10000 P az L

. C h r i stian USA 10000 

# ~nr;<€l /
~

) ate : 05.06

. 11 SHAUN R. CHRISTIAN, Pr es id e nt
PRINT NAME & TITLE OF PE R SON SIGNING (Must be Di r ector or Of fi ce r of t he Corpora ti on)

# Attachment Number 5 Stock Transfer Agreement

# Attachment Number 6
Financial Statements & Bank Statements

### Dec. 31, 2010 Dec. 31, 2009

Current Assets Cash on hand and in banks 204,834 39,580 Receivables 274,431 195,128 Inventory 85,131 84,890 Prepaid expenses 16,408 5,947

Total Current Assets 580,803 325,545

Improvements and equipment 247,753 203,548 Accumulated depreciation and amortization (41,605) (15,372) Other assets 6,791 5,957

Total Assets 793,741 519,677

Current Liabilitie s Current portion of long-term debt 51,821 62,876 Payables 123,974 84,005 Accrued expenses 89,201 78,587

Total Current Liabilities 264,997 225,468

Long-Term Debt, Exclusive of Current Portion 44,331 83,142

Total Liabilities 309,328 308,610

Stockholders' Equit y Capital Stock 20,000 20,000 Retained Earnings 464,413 191,068

Total Stockholders' Equit y 484,413 211,068

Total Liabilities And Stockholders' Equit y 793,741 519,677

- - 

# Star Marianas Air, Inc.

Balance Sheet

Assets

Liabilities And Stockholders' EquityYear Ended Year Ended Dec. 31, 2010 Pct Dec. 31, 2009 Pct

Revenues Charter revenues 2,625,096 99.31 1,211,875 100.08 Cargo revenues 10,467 0.40 18 0.00 Others 7,869 0.30 827 0.07 Commissions

- - (1,872) (0.15)

Total 2,643,432 100.00 1,210,848 100.00

Direct expenses Maintenance 210,472 7.96 59,037 4.88 Fuel 324,100 12.26 89,791 7.42 Customs and immigration 8,075 0.31 207 0.02 Ground rentals 32,979 1.25 14,599 1.21 Landing fees 75,127 2.84 24,209 2.00 Facility charges 133,769 5.06 39,247 3.24 Other direct 13,319 0.50 3,923 0.32

Total 797,840 30.18 231,014 19.08

Gross Margin 1,845,591 69.82 979,834 80.92

Operating Expenses Salaries and wages 939,515 35.54 448,395 37.03 Advertising and promotion 9,023 0.34

- - Bank charges 899 0.03 300 0.02 Dues and subscriptions 3,623 0.14 3,024 0.25 Employee benefits 103,816 3.93 114,005 9.42 Insurance 89,403 3.38 33,628 2.78 Miscellaneous 6,051 0.23 3,712 0.31 Office supplies and expense 20,470 0.77 13,876 1.15 Payroll taxes 43,255 1.64 14,878 1.23 Professional fees 107,586 4.07 77,808 6.43 Promotion and entertainment 23,479 0.89 11,586 0.96 Taxes 2,143 0.08 6 0.00 Telecommunications 18,047 0.68 9,961 0.82 Travel and transportation 24,218 0.92 9,832 0.81 Utilities 11,534 0.44 5,176 0.43 Vehicle expense 9,657 0.37 3,262 0.27

Total 1,412,719 53.44 749,447 61.89

EBITD A 432,872 16.38 230,387 19.03

Depreciation, amortization & aircraft leases 133,483 5.05 15,372 1.27

EBIT 299,389 11.33 215,015 17.76

Interest income 155 0.01 46 0.00 Interest expense (5,098) (0.19) (7,994) (0.66)

EBT 294,446 11.14 207,068 17.10

Income tax (21,100) (0.80) (16,000) (1.32)

Net Income/(Loss) 273,346 10.34 191,068 15.78

Retained Earnings Beginning Of Period 191,068

-

End Of Period 464,413 191,068 

# Star Marianas Air, Inc.

Income Statement

### Year Ended Year Ended Dec. 31, 2010 Dec. 31, 2009 Cash Flo s From Operations 

# Star Marianas Air, Inc.

Statement Of Cash Flows

C

as h Fl ows F rom O perat i on s Net Income 273,346 191,068

Ad j ustments to reconcile net income to net cash provided b y operatin g activities: Depreciation and amortizaton 26,233 15,372

Changes In Current Operating Items Changes In Current Operating Items Receivables (79,303) (195,128) Inventory (240) (84,890) Prepaid expenses (10,461) (5,947) Payables 39,970 84,005 Accruals 10,614 78,587 Total Adjustments (13,187) (108,001)

Net Cash Provided By/(Used For) Operations 260,158 83,067

Cash Flows From Investin g Activitie s Capital expenditures (44,205) (203,548) Deposits made (834) (5,957)

Net Cash Provided By/(Used For) Investing Activitie s (45,039) (209,504)

Cash Flows From Financin g Activitie s Long-term borrowing

- 189,000 Principal payments on loans (49,865) (42,982) Capital invested

- 20,000
Net Cash Provided By/(Used For) Financing Activities (49,865) 166,018

Net Increase/ ( Decrease ) In Cash And Cash Equivalents 165,254 39,580 Beginning Cash And Cash Equivalents 39,580 - Ending Cash And Cash Equivalents 204,834 39,580

Cash And Equivalents Cash on hand and in banks 204 834 39 580 C as h on h an d an d i n b an k s 204
, 834
,
Total 204,834 39,580