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

LIBERTY HELICOPTERS, INC. for authority to conduct scheduledpassenger operations as a commuter air carrierunder 49 U.S.C. 41738 DocketDOT-OST-2015-0037

SUPPLEMENTTO APPLICATION OF LIBERTYHELICOPTERS, INC.

Communications with respect to this document shouldbe sentto:

Chris Vellios Liberty Helicopters, Inc. 165 Western Road Kearny, NJ 07032 (908) 533-9021 (phone) velliosc@libertyhelicopters.com CFO/COO Liberty Helicopters, Inc.

Dated: April 30, 2015 Paul A. Lange Law Offices ofPaul A. Lange 80 Ferry Boulevard Stratford, CT 06615 (203) 375-7724 (phone) (203) 375-9397 (fax) pal@lopal.com Attorney for Liberty Helicopters, Inc.

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

LIBERTY HELICOPTERS, INC. for authority to conduct scheduled passenger operations as a commuter air carrierunder 49 U.S.C. 41738 Docket DOT-OST-2015-0037

SUPPLEMENT TO APPLICATION OF LIBERTYHELICOPTERS, INC.


### In response to the Department's Information Request dated April!, 2015, and pursuant to section 41738 of Title 49 ofthe United States Code (the "Statute"), Liberty Helicopters, Inc. ("LHI") hereby submits the following additional information in support of its application for authority to operate scheduled passenger service as a commuterair carrier ("Application"). General Information I. 

### DEPARTMENT REQUEST: In its application, Liberty states that flights operated under the proposed commuter operations will be predominantly arranged via software applications that allow customers to crowdsource charter flights. Please provide detailed information on how the proposed crowdsourcing arrangement will operate. LHI RESPONSE: LHI intends to use its commuter authority to operate app-scheduled flights arranged through third party app providers. The app providers will make the apps publically available for download onto a smartphone or tablet. A person must subscribe as a user and expressly agree to the terms and conditions associated with the app's use, which will include

### disclosures approved by DOT's Aviation Enforcement Office regarding the capacity in which the third party arranges flights via the app, e.g., as the agent ofthe customer or agent of LHI. A person wishing to book a flight will, after opening the application have the following options: (I) 

### start a new flight at the time of their choosing ("Launch Customer") making any open seats available to the other app users; or (2) buy a seat on an existing flight ("Seat Customer") scheduled to depart at the time chosen by a Launch Customer. A flight is only scheduled when a Launch Customer using option l initiates a flight. A Launch Customer assumes the responsibility for the cost of the entire aircraft. Payment is made by credit card at the time the flight is arranged. Seat Customers may cancel their reservations by providing notice not less than 24 hours prior to the scheduled departure time of the flight. Upon canceling within the above stated parameters, Seat Customers receive a credit that may be used for future travel. No cash refunds
are provided. A cancellation made within 24 hours offlight time will result in a forfeiture ofthe full ticket price. For any credit not used at the end ofthe season - currently September ofthe year purchased

- Seat Customers can keep the credit in their account and use it for the balance of this season/next year's season and receive a one-time l0% discount towards the purchase of individual seats on a scheduled flight. Launch Customers assume the full risk ofthe flight and have a responsibility to fly at the chosen time, with cancellation permitted only under the following conditions: 1) cancellation notice is provided at least 24 hours prior to the scheduled flight time AND 2) no Seat Customers have purchased seats on the scheduled flight. In that event, the Launch Customer may cancel the flight and receive a full refund. However, ifone (l) 

### or more Seat Customers have booked seats

2

### on that flight before the cancellation notice is provided, the flight will operate and the Launch Customer will be charged accordingly. Weather Cancellations: All ofLHI's flights under the Proposed Service are ofvery short duration. Passengers who experience a weather-related cancellation can elect either a full refund,
or to be transported by car to their destination and receive a credit for the amount paid for their transportation. Credits: Credited amounts may be used for transportation through the beginning of September ofthe year ofpurchase. At that time, a consumer can elect to receive a full refund or maintain the credit and receive a 10% discount on a future flight. 2. DEPARTMENT REQUEST: Please list subsidiaries, ifany, ofSightseeing Tours ofAmerica, Inc. ("STA"), and include a description ofeach organization's principal business. LHI RESPONSE: See ExhibitA. 

### Ownership and Key Personnel 1. DEPARTMENT REQUEST: Resume for Mr. Drew Schaefer does not have a description ofresponsibilities handled at each place ofemployment. Please submit a complete resume, including a brief description ofresponsibilities held at each place of employment and provide compliance information as required by sections 204.3 (I), (m), (o), (p), and (q) of our rules. Since Mr. Schaefer holds multiple positions within STA and subsidiaries, please indicate how much time he will devote to Liberty's operations. LHI RESPONSE: Attached hereto as Exhibit**~** 

### is a revised resume and statement of Drew Schaefer. LHI and Liberty Helicopters, Inc. (N.Y.) (the operating entity for the sightseeing operation) are the primary operating entities of STA, and Mr. Schaefer generally splits his time between both entities, depending on the season. Chris Vellios, as COO and CFO


### 3

### on LHI, has primary responsibility for the day-to-day operations ofLHI, including the Proposed Service. 2. DEPARTMENT REQUEST: Resume provided for Mr. Steve Brown identified no employment between June 2008 and October 2009. Please explain the gap in employment. Ifhe
was unemployed, please state. LHI RESPONSE: On February 16, 2015, LHI hired a new Director of Maintenance, Benjamin Yelle to replace Mr. Brown Attached hereto as Exhibit C is the resume, statement, and Affidavit ofSafety Compliance from Mr. Yelle. Financial Position 

### I. DE?ARTMENT REQUEST: Please provide balance sheet and mcome statements, for the years 2012, 2013, and 2014 along with their explanatory footnotes. LHI RESPONSE: Balance Sheets and Income Statements for LHI were attached to the Application as Exhibit 

## ;u. Attached as Exhibit D hereto are explanatory footnotes for the 2012, 2013, and 2014 LHI Balance Sheets and Income Statements. 2. DEPATMENT REQUEST: Please submit a current (within 3 months ofthe date of the request is filed) balance sheet and income statement of Liberty along with the accompanying explanatory footnotes. LHI RESPONSE: The 2014 balance sheet and income statement submitted with the application as Exhibit

## ;uwas current as ofthe February 20, 2015, date offiling. 3. DEPARTMENT REQUEST: The first year forecast profit and loss statement does not appear to include significant expense categories such as aircraft lease and hangar expenses. In other words, insufficient detail was provided on the expense categories shown and, as a result,
we cannot determine whether these expenses are reasonable. In light ofthe foregoing, we ask

4

### that you provide a new first year profit and loss forecast (broken down by month or by quarter) which, at a minimum, provides details by expense category (direct and indirect) for all expenses that will be incurred in conducting the proposed commuter operations, indicating how the amounts were computed. These expenses should include all cash and non-cash (i.e., aircraft or facilities depreciation or lease expense) items that are related to the provision ofthe proposed operations. If certain ofthe expenses will be assumed by a third-party, Liberty should include footnotes to this effect and provide independent third-party verification supporting its statements. If certain expenses normally associated with air transportation operations will not be incurred, please explain. LHI RESPONSE: Attached as Exhibit 

## .E are revised notes to the Proposed Service Details Profit and Loss Statement that is attached to the Application as Exhibit 

## 1.2. Because LHI in an existing air taxi and charter provider, it does not anticipate incurring new hanger expenses associated with the Proposed Service. Lease expenses, where applicable, are noted as Managed Aircraft expenses. An example ofthe lease arrangement that LHI has with its sister company, Meridian Consulting I Corporation, Inc. is attached hereto as Exhibit

## E. Non-cash expenses will be assumed by LHI's parent, Sightseeing Tours ofAmerica, Inc. See Statement ofChris Vellios, attached hereto as Exhibit G. 4. DEPARTMENT REQUEST: Please provide a detailed pre-operating expense forecast for the proposed commuter operations. This forecast should include, among other things, lease deposits and rents, legal expenses, station expenses, facility deposits and rents, training, insurance, general, administrative, and employee expenses and expenses related to FAA certification. Additionally, such list should distinguish between pre-operating expenses that have been paid, and those which remain to be paid.


### 5

### LHI RESPONSE: As LHI noted in its application, because it is an existing Part 135 operator that currently provides air transportation services to the same markets that it looks to
serve with enhanced commuter authority, it does not anticipate significant pre-operating expenses. For example, LHI will not be leasing new aircraft or hangers. The only pre-operating expenses that could be attributed to the Proposed Service are the legal fees associated with the Application and otherregulatory approvals, as well as some minor training fees. See Exhibit H. 5. DEPARTMENT REQUEST: Generally, the air carrier must demonstrate that it will have available funding sufficient to cover any current working capital deficit and any preoperating expenses, as well as an average ofthree months ofthe additional operating expenses that would result from the expanded operation. Please provide third party verification of all available funds, together with a summary ofall plans for additional funding required to meet the Department's financial fitness test. LHI RESPONSE: LHI intends to fund both the initial and pre-operating expenses through its working capital account. To the extent additional resources are required, LHI's parent, STA will make additional funding available in order to cover such expenses, or any current working capital deficit. See Statement ofChris Vellios, attached hereto as Exhibit G.

6

### WHEREFORE, Liberty Helicopters, Inc., respectfully requests that the Department of Transportation grant it the authority to conduct scheduled commuter air transportation services ·pursuantto 

### 49 U.S.C. 

### §

### 41738 and 

### 14 CFRPart

### 298.
'

**~ ~**  :'
. ' i
.' •. 

### April 

### 30, 2015

7 Respectfully submitted,
BenjaminH. Klein Paul

### A. Lange LawOfficesofPaul A. Lange 

### 80 FerryBoulevard Stratford, CT 

### 06615 (203) 375-7724 (phone) 

### (203) 375-9397 (fax) pal@lopal.com Attorneys for Liberty Helicopters, Inc.

### VERIFICATION The contents ofthis application and the attached exhibits are true and correct to 

### the bestofmy knowledge andbelief. Pursuantto Title 18 U.S.C. § 

### 1001, IChris Vellios, in my individual capacity and as the authorized representative ofthe applicant, have notin any mannerknowingly and willingly falsified, concealed orcoveredup any material fact ormade any false, fictitious, or fraudulent statement orknowingly used any documents which contain such statements in connection with the preparation, filing orprosecution ofthe application. Iunderstandthat an individual who is found to have violatedtheprovisions of18 U.S.C. § 

### 1001 shall be fined or imprisonednotmorethan five years, orboth.

Chris Vellios CFO/COO Liberty Helicopters, Inc.

### CERTIFICATE OFSERVICE

Icertify thatonthis 30 

### day ofApril 2015, 

### Ihave causedtheforegoing Supplementto Applicationof

**~iberty**

### Helicopters, Inc. to be servedby firstclass mail, postage prepaid,upon thepersons showninthe following service list: George BeiiDett, Manager DeiiDis Kaskovich, FAAPrincipleOperations Inspector Federal AviationAdministration Teterboro Flight Standards District Office Park80 

### West, PlazaOne 250

### PehleAvenue, Suite 003 

### SaddleBrook,NJ 07663 

### Jim Brundige P.O. 

### Box 836 

### EastHampton, NY 1!937 

### Anthony Ceglio Gabreski Airport, AdministrationBuilding#I 

### Westhampton, NY 11978 

### HelenGill MontuakAirport

P.O. 

### Box 1477 

### Montauk, NY 11954



### BenjaminH. Klein, Esq.

# Exhibit AParent

Subsidiary

Subsidiary

Subsidiary

Subsidiary STA Organizational Chart SightseeingTours ofAmerica, Inc. ("STA") Description: Management Companyfor the four entities below
Liberty Helicopters, Inc. (N.Y.) Description: Company responsible for Helicopter tour function 100% owned by STA
Liberty Helicopters, Inc. Description: Company responsible for Charter operations; Holds Part 13S certificate 100% owned by STA
Meridian Consulting I Corporation, Inc. Description: Owner of helicopterfleet 100% owned by STA
Aviation Technical Services, Inc. Description: Dormant Company for approximately 12 years; previously used for helicopter maintenance 100% owned by STA

# Exhibit B

# DREW SCHAEFER 152 West 57'h 52"d floor New York NY 10019 dschaeS SSS@aol.com

Employment History

• Founder, Chairman and CEO ofSightseeing Tours ofAmerica and subsidiaries the parent, of Liberty Helicopters ofNewYork • General Board oversight and Policy.
• Co-Chairman of Unimed Holdings LLC • Board oversight and reporting
• Director and CEO ofCarnegie Hudson Resources LLC • Founderand general managementoversight of Beard
• ChiefOperating Officer Pacific Capital Group • Managementofoperations and deal structuring
• Founder, Chairman and CEO oftheAegis Consumer Finance Co. • Managementoversight
• Chairman and CEO ofAmericorp Financial Services • Managementoversight
• Executive Vice PresidentTaxable Fixed Income at Donaldson, Lufkin and Jenrette Institutional Sales and trading
• Sr. Vice President of EF Hutton and Company • lnstutional Sales and trading

Education 1985- Present

2013- Present
2007- Present
2003-2006
1989-1993
1992-1997

• Graduated from The University ofScrantonwith degrees in Economics and Finance 1979

- 1982
• Manasquan High School graduated 1979

### I, Drew Schaefer, hereby certify, onthis £dayofApril, 2015, as follows: 

### I. IamtheChiefExecutive OfficerofLiberty Helicopters, Inc. 2. Iama citizenofthe United States. 3. Ihave no reportablematters pursuantto sections 204.3 (1), {m), (o), (p), or (q) oftheDOT Rules, except for the following: a. with respectto section 204.3(1), acommontort actionseeking damages for personal injury arising from a2001 aircraft accidentremainspendingagainst numerous defendants including Liberty Helicopters, Inc., Liberty Helicopters, Inc. (NY), Liberty HelicopterTours, Inc., Liberty Helicopters, Liberty Helicopters Tours, Liberty Helicopters ToursofNewYork, Inc.,Drew E. Schaeferand MeridianConsulting Co. Inc., and is presently scheduled to 

### proc omediation withinthe nextseveral weeks.
Drew Schaefer ChiefExecutive

### 0 er Liberty Helicopters, Inc
.

•

# Exhibit C

# Date:_"'.:;-l:..:,'~~-'-/'"'-!) __ 1) 

## 15$enj
....,·..-

# Y~. Director of Maintenance ofSightseeing Tours ofAmerica, am a US citizen. 2) I do not hold any stock in Liberty Helicopters or parent company Sightseeing Tours ofAmerica. 3) Ifully meetthe requirements of 14 CFR 119.65 and 119.67 to act as the Director of Maintenance. 4) I have no formal complaint or pending actions from the FAA or DOT. 5) As the Directorof Maintenance, Iam overall responsible forthe airworthiness ofthe aircraft on the company FAA Part 135 certificate. 6) I began employment with the company 

# :z/14- 

# /t& I I

Name:3M1j_-;,J 

# Yutc. Director of Wlaintenance Liberty Helicopters Inc. Email Address Phone number

## Benjamin Yelle 20FinnRd. Cell: 201-844-7050 Pittstown, New Jersey 08867 e-mail: byelle@libertyhelicopters.com SUMMARY 

### ProvenAviation Professional with ability to manage Technical and Customer Support Maintenance organizationsto theirmaximum ability, while staying within company set budget limits.
• Well known and respected inthe industry as an American Eurocopter, Bell Helicopter, Turbomeca, and Rolls Royce productexpert. • Able to directcomplexprojects from conceptto fully operational status. • Organized, highly motivated and detail directedproblem solver. • Goal-oriented individual with strong leadership capabilities. PROFESSIONALEXPERIENCE LIBERTY HELICOPTERS- Kearny, New Jersey DirectorofMaintenance 2015- Present



### • Manage the maintenance operation that includes 9

### Airbus AS350 helicopters 3Airbus AS 355 helicopters, and 1Airbus EC 135 helicopter. • Develop training syllabus formaintenancepersonal. • Implemented anew aircrafttracking system. TSI

- PinonHills, Ca. SelfEmployed 2012-2015



### • Maintain andtroubleshoot Bell412's,Bell206BIII, L3, U 

### Be11222, Bell407, andAS 350B,B2 and B3. • Reorganize company maintenance departments. • Developed aaircrafttracking system. • Developed an MEL for customers. • Developedtroubleshooting procedures forvarious aircraft.

HELICOPTERFLIGHT SERVICES-Teterboro, New Jersey DirectorofMaintenance 2010-2012



### • Manage the maintenance operationthat includes 5Bell407, 1EurcopterAS 350B3, and I Sikorsky S-76C+ helicopters with 9mechanics and supportpersonnel

### • Developed and taught training classes for the maintenance andthepilot staff. • Developedthe MEL forthe Bell407, the EurocopterAS350B3, andthe Sikorsky S76C+. • Developedthe Part 135 Manual for Bell407,EurocopterAS350B3, andthe Sikorsky S76C+.

BELL HELICOPTERTEXTRON- Ft. Worth, TX CustomerSupport Representative 

### 1999-2010



### • Assist customers 24 hours aday, 365 days ayearwith maintenanceproblems, troubleshooting ASB,TB, and AD compliance, spares purchasing, and coordinating training needs. • Fourth andpresentassignment: Supportcustomers in SouthernCalifornia, and Southern Nevada; includingthe LAPD, LA CityFire, LA Waterand Power, SanDiego Fire and Rescue, Orange County Fire, SanDiego Sheriff, SanBernardino County Sheriff, FBI, DEA, AirMethods, Mercy Air, Reach Air, Harrison Ford, and many other Law Enforcement, EMS, Fire Departments, and Corporate operators. • Third assignment: Northeast U.S., New York and all ofNewEngland including the New YarkStatePolice, New Yark City Police, Connecticut StatePolice, New Hampshire State Police, Mercy Air, PatriciaCornwell, and many other Law Enforcement, Fire, EMS, and Corporate operators. • Second assignment: GulfStates, PHI, AirLogistics, ERA, RotorcraftLeasing, Louisiana StatePolice, Arkansas State Police, Little RockPD and all ofthe otherBell operators in Louisiana, and Arkansas. • Firstassignment: Bell430operated by the Ruler ofBahrain, SheikHamad binIsa AI Khalifa. Maintainedthe aircraft and all records. Heldtraining class forthe local Bahraini mechanics, and pilots.
DUBAI AIRFORCE- Dubai, United Arab Emirates DirectorofMaintenance 

### 1993- 1999



### • Managedthe maintenance operationthatincluded 59 aircraft, 49 helicopters, I0fixed wing, with 160 maintenance and supportpersonnel. • Develop training andtaughtclasses for pilot ground school for Bell 206Bill, Bell 205Al, Bell212, Bell214B, Agusta Bell412SP, AgustaBe11412HP, Aerospatiale341G Gazelle, AleniaAermacchi M-346 fighterjets,Pilatus PC-7and CASA 235M operated by the organization. • Managed abudgetof$ 12,000,000.00
ARABIAN HELICOPTERS- Riyadh, Saudi Arabia Director ofMaintenance 

### 1989-1993• Managed maintenanceorganization for MinistryofDefense and Aviation(MODA) operating 9Aerospatiale 365N, 6 Bell212,2 Lear 35, I Gulfstream G2, 1Gulfstream G3 anda crewof85 maintenance and supportpersonnel. • Implementedtraining for all maintenance personnel in orderto insure a safe operation. • Managed a budgetof$ 8,000,000.00

VOYAGEURHELICOPTERS- Jupiter, Florida President/Owner/DirectorofMaintenance 

### 1984-1989

• Established a business in southFloridamaintaining Bell, Aerospatiale, McDonald Douglas and Agustahelicopters. Builtthebusiness from 6 customeraircraft to49 customer aircraftinsix months operating outofsouth Florida, and Puerto Rico. • Managed all aspects ofthemaintenancethat includedmaintaining 25 AS350,

### 5AS 355, 3 SA341,2MD500, and 15 Bell206,2 205A1 and 2 A109C helicopters. • Helicopters operations included LawEnforcement, FireFighting, EMS, Agricultural work, andFilming. • Company consisted of 12 employees and a budget of$ 750,000.

AEROSPATIALE HELICOPTER CORP.- Grand Prairie, TX. Technical Representative 

### 1980-1984

• Traveled all overthe US and CanadainsupportingAerospatiale Helicopters operators with maintenance problems, troubleshooting and with ASB, TB, and AD compliance. • Supportedandtraveled with Marketing Managersto assist inthe sale ofourproduct throughoutNorthAmerica. • Supported all existingEMS programs, and setup newprograms. AVIATION MEDICAL SERVICES- Houston, Texas DirectorofMaintenance 

### 1975-1980

• Managed all maintenance for an operation of 19 Aerospatiale SA 3!6B,3 Aerospatiale 319B, and 5AS 350D helicopters locatedin 22 states. Managed a crewof35 mechanics withmy headquarters in Houston, Texas at Hermarm Hospital. • Responsible for settingup all newprograms. Wewerethe onlyEMS operationinthe world atthe time.
ROCKY MOUNTAIN HELICOPTERS· Provo, Utah Field Maintenance Troubleshooter 

### 1973-1975o 

### Assist field mechanics withtroubleshooting problems inthe field. Bell 206BIII, 205Al, 212, 214B, Aerospatiale 316B, 315B,319B, and Hughes 500 C&D. INLAND HELICOPTERS- Grants Pass, Oregon 1969-1973 AircraftMechanic o 

### Performed maintenance on all our aircraft located all overthe country, on fire fighting , seismic, geological surveys. UNITED STATES MARINE CORPS 1965-1969

o 

### Performed duties as Crew Chief, mechanic, Supervisorinthe U.S and Vietnam. o 

### Performed duties as ForceRecon in the U.S. and Vietnam. LICENSES: FAAAirframe and Powerplant#2184743 FAA InspectionAuthorization#2184743 FAA Private Pilot SEL# 

### 2184743 ACCREDITATIONS and FACTORY SCHOOLS Aerospatiale 350 Field Maintenance Aerospatiale 350 Overhaul Maintenance

Aerospatiale 

### 355 Field Maintenance Aerospatiale 365NFiled Maintenance Aerospatiale 365N2 FieldMaintenance Lycoming T53 FieldMaintenance Lycoming LTS 101 Field Maintenance

Allison 250C20F Filed Maintenance TurbomecaArriel I CFieldMaintenance Allison 250 C40 Field Maintenance Baker School ofAeronautics !A Course Bell 204 Field Maintenance Bell 222 Field Maintenance Bell430Field Maintenance Bell 430 Electrical Maintenance

Bel1430 AFCS Maintenance Bell 407 Field Maintenance Bell 407 Electrical Maintenance Bell 407 Overhaul Maintenance

Bell 427 Field Maintenance Bell 214ST FieldMaintenance

Bell412Field Maintenance Bell 412 Electrical Maintenance

Bell 412 AFCS Maintenance Bell 412 Component Overhaul American Management Courses

### Howto Manage Priorities Taking Control withTime Management The Complete Training Course forManagers Finance and Accounting forNonfinancial Managers, Second Edition Fundamentals ofBudgeting forNonfinancial Managers

Howto BuildEffective Financial Reporting Systems

Howto Plan You Company Budget, Fifth Edition Howto Prepare aFinancial Forecast Fundamentals ofInventory Managementand Control, ThirdEdition How to Manage Maintenance Howto Plan andManage Warehouse Operations, SecondEdition ISO 900I:2000 Making the Transition

HONORS AND AWARDS Letter ofAppreciation- Col. Mohammad AI Housum RSAF LetterofAppreciation- Col. Abdul KareemAI Saeed Dubai AirForce Letter ofAppreciation- Col. MohammadAI Musalam Amiri Air Wing

Letter ofAppreciation

- Vice PresidentMike Blake BellHelicopter LetterofAppreciation- FrancoisMagnan PSEMedium Group LetterofAppreciation- Carey Bonds Vice PresidentBell Helicopter LetterofAppreciation- John Murphy CEO Bell Helicopter REFERENCES
DanPrairie- Bell Helicopter C.S.R. Northern Calif./NorthernNev.- 916-990-8112 Jack Quebedeaux- Bell HelicopterC.S.R.- GulfStates- 337-754-5059 Ron Orndoff- Bell HelicopterC.S.R. -Northeast -717-919-9853 Debbie Ginn Frost- Uniflight- 972-400-4175

### AFFIDAVIT OF SAFETY COMPLIANCE
STATE OF



# tlewJe~y I 

### COUNTY OF 

## /.J1JDSOp Benjamin Yelle, being first duly sworn, deposes and says: Iam duly elected, qualified, and serving as DirectorofMaintenance ofLiberty Helicopters, Inc., and Iam authorizedto and do make this affidavit for it. All aircraftowned and leased by Liberty Helicopters, Inc. have been certified bythe Federal AviationAdministration and currently complywith all applicable Federal Aviation Administration Safety Standards underPart 135, as well as the noise standards ofPart 36, ofthe Federal Aviation Regulations

Subscribed and sworn to before me this

## _if_ day of



## /Jp~; INotary

# PUbliC '2015.

MARILYN BELO Commission# 2184499 Noterv Public, State of New Jersey Mv Commission Expires

**A~QUII** 11, 2016

# Exhibit D

## LIBERTYHELICOPTERS, INC. NOTES TOFINANCIAL STATEMENTS DECEMBER31, 2012 1. SUMMARY OF SIGNIFICANTACCOUNTING POLICIES 

### Revenue Recognition

- Revenue is recognized at the time services are performed. All revenue is recognized net ofany related sales taxes. 

### Cash andCash Equivalents- For purposes ofthe financial statements, the Company considers all highly liquid investments purchased with original maturities ofthree months or less to be cash equivalents. 

### Accounts Receivable

- The Company carries its accounts receivable at cost less any allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes allowances for doubtful accounts based on ahistory ofpast write-offs, collections and current credit conditions. 

### Property andEquipment

- Property and equipment is stated at cost. Expenditures for maintenance, repairs and minor renewals are expensed as incun·ed. When assets are retired, or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on such disposition is included in operations. 

### Depreciation

- Depreciation of non component parts is provided in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives on the straight-line method. The Company uses a combination ofthe straight-line and accelerated methods ofdepreciation for tax purposes. Estimated useful lives on non-component parts are as follows: Furniture, machinery and equipment Automobiles Computers Years 3- 10

5 3- 7 

### Inventory

- Inventories are prepaid supplies that are used to maintain the helicopter fleet. These items are carried at the lower ofcost or market, with cost being determined by a manner that approximates the first-in, first out method 

### Estimates

- The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 

### Impairment

- The Company reviewed long-lived assets, including identifiable intangibles, for impairment when events or changes in circumstances indicate that the carrying value ofan asset may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the long-lived assets, the carrying value is reduced to the estimated fair value as measured by the discounted cashflows.

### Income taxes - The Company accounts for income taxes under the asset and liability method, which requires the recognition ofdeferred tax assets and liabilities for the expected future tax consequences ofevents that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis ofassets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect ofa change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes that it is more likely than not that these assets will be realized. In making such detetmination, the Company considers all available positive and negative evidence, including scheduled reversal ofdeferred tax liabilities, projected future taxable income, tax planning strategies and recent results ofoperations. In the eventthe Company was to determine that it would be able to realize the deferred income tax assets in the future in excess oftheir net recorded amount, the Company would adjust the valuation allowance, which would reduce the provision for income taxes. The Company files a consolidated federal income tax return with its subsidiaries. For state income tax purposes, the Company and its subsidiaries generally file separate tax returns except in several states where they file on a unitary basis. The Company is not aware of any unrecognized tax benefits/provisions at December 31, 2012. The Company's U.S. Federal and State income tax returns prior to fiscal year 2009 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with tax matters as part ofthe income tax provision and includes accrued interest and penalties with the related tax liability inthe balance sheet. 2. PROPERTYAND EQUIPMENT Property and equipment at December31,2012,consisted ofthe following: Equipment, furniture and leasehold improvements Less: Accumulated depreciation

3. CONCENTRATION OF RISK 240,475.66 104,347.76 $ 136,127.90

Company's financial instruments that are exposed to concentrations ofcredit risk consist primarily ofcash and cash equivalents and trade accounts receivable. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess ofthe FDIC insurance limit. The Company may be affected by general economic conditions due to the severe adverse domestic and global economic conditions and disruptions in the financial and credit markets. These conditions may have an effect on the availability of short and long-term debt financing and the various industries in which the Company provides services. These conditions could have a material adverse effect on the Company's results of operations, financial condition, and liquidity.
4. LEASE OBLIGATIONS The Company leases the helicopter fleet under an aircraft dry lease agreement from its sister company, Meridian Consulting ICorporation, Inc. Liberty pays a fixed monthly payment plus a variable hourly rate.

### 5. LITIGATION The Company is a defendant in a lawsuit for alleged personal injury damages resulting from a helicopter accident that occurred on June 13, 2001. Four ofthe six passengers that were onboard have already settled with the Company. The two remaining claimants have acquired new counsel with new claims and damage theories. It is uncertain whether the remaining insurance coverage will be sufficient to cover the verdict. Legal counsel views an outcome above the remaining insurance coverage as unlikely. Plaintiffs have not provided a demand for settlement despite counsel's requests for one. No trial date has been set as of the date the financial statements were issued.

### LIBERTY HELICOPTERS, 

## INC. NOTESTOFINANCIALSTATEMENTS DECEMBER31, 2013 1. SUMMARY OF SIGNIFICANTACCOUNTINGPOLICIES 

### Revenue Recognition
- Revenue is recognized at the time services are performed. All revenue is recognized net ofany related sales taxes. 

### Cash andCash Equivalents- Forpurposes ofthe financial statements, the Company considers all highly liquid investments purchased with original maturities ofthree months or less to be cash equivalents. 

### Accounts Receivable

- The Company carries its accounts receivable at cost less any allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes allowances for doubtful accounts based on a history ofpastwrite-offs, collections and current credit conditions. 

### Property andEquipment
- Property and equipment is stated at cost. Expenditures for maintenance, repairs and minor renewals are expensed as incurred. When assets are retired, or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on such disposition is included in operations. 

### Depreciation
- Depreciation of non component parts is provided in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives on the straight-line method. The Company uses a combination ofthe straight-line and accelerated methods ofdepreciation for tax purposes. Estimateduseful lives on non-component parts are as follows: Furniture, machinery and equipment Automobiles Computers Years 3- 10



### 5 3-7 

### Inventory
- Inventories are prepaid supplies that are used to maintain the helicopter fleet. These items are carried at the lower ofcost or market, with cost being determined by a manner that approximates the first-in, first outmethod 

### Estimates
- The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 

### Impairment
- The Company reviewed long-lived assets, including identifiable intangibles, for impairment when events or changes in circumstances indicate that the carrying value ofan asset may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the long-lived assets, the carrying value is reduced to the estimated fair value as measured by the discounted cash flows.

### Income taxes - The Company accounts for income taxes under the asset and liability method, which requires the recognition ofdeferred tax assets and liabilities for the expected future tax consequences ofevents thathave been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis ofassets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect ofa change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes that it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversal ofdeferred tax liabilities, projected future taxable income, tax planning strategies and recent results ofoperations. In the event the Company was to determine that it would be able to realize the deferred income tax assets in the future in excess oftheir net recorded amount, the Company would adjust the valuation allowance, which would reduce the provision for income taxes. The Company files a consolidated federal income tax return with its subsidiaries. For state income tax purposes, the Company and its subsidiaries generally file separate tax returns except in several states where they file on a unitary basis. The Company is not aware of any unrecognized tax benefits/provisions at December 31, 2013. The Company's U.S. Federal and State income tax returns prior to fiscal year 2010 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with tax matters as part ofthe income tax provision and includes accrued interest and penalties with therelated tax liability in the balance sheet. 

### 2. PROPERTY AND EQUIPMENT Property and equipment at December 31, 2013, consisted ofthe following: Equipment, furniture and leasehold improvements Less: Accumulated depreciation



### 3. CONCENTRATION OF RISK 288,287.98 144,899.50 

### $ 143,388.48

Company's financial instruments that are exposed to concentrations ofcredit risk consist primarily ofcash and cash equivalents and trade accounts receivable. The Company places its cash and temporary cash investments with high creditquality institutions. At times, such investments may be in excess ofthe FDIC insurance limit. The Company may be affected by general economic conditions due to the severe adverse domestic and global economic conditions and disruptions in the financial and credit markets. These conditions may have an effect on the availability of short and long-term debt financing and the various industries in which the Company provides services. These conditions could have a material adverse effect on the Company's results of operations, financial condition, and liquidity.


### 4. LEASE OBLIGATIONS The Company leases the helicopter fleet under an aircraft dry lease agreement from its sister company, Meridian Consulting ICorporation, Inc. Libertypays afixed monthlypaymentplus a variable hourly rate.

### 5. LITIGATION The Company is a defendant in a lawsuit for alleged personal injury damages resulting from a helicopter accident that occurred on June 13, 200I. Four ofthe six passengers that were onboard have already settled with the Company. The two remaining claimants have acquired new counsel with new claims and damage theories. It is uncertain whether the remaining insurance coverage will be sufficient to cover the verdict. Legal counsel views an outcome above the remaining insurance coverage as unlikely. Plaintiffs have not provided a demand for settlement despite counsel's requests for one. No trial date has been set as of the date the financial statements were issued.

## LIBERTY HELICOPTERS, INC. NOTESTOFINANCIAL STATEMENTS DECEMBER31,2014 1. SUMMARY OF SIGNIFICANTACCOUNTING POLICIES Revenue Recognition

- Revenue is recognized at the time services are performed. All revenue is recognized net ofany related sales taxes. Cash and Cash Equivalents- For purposes ofthe financial statements, the Companyconsiders all highly liquid investments purchased with original maturities ofthree months or less to be cash equivalents. Accounts Receivable

- The Company carries its accounts receivable at cost less any allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes allowances for doubtful accounts based on a history ofpast write-offs, collections and current credit conditions. Property andEquipment- Property and equipment is stated at cost. Expenditures for maintenance, repairs and minor renewals are expensed as incurred. When assets are retired, or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on such disposition is included in operations. Depreciation

- Depreciation of non component parts is provided in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives on the straight-line method. The Company uses acombination ofthe straight-line and accelerated methods ofdepreciation for tax purposes. Estimated useful lives on non-component parts are as follows: Furniture, machinery and equipment Automobiles Computers Years 3- 10



### 5 3 - 7 Inventory

- Inventories are prepaid supplies that are used to maintain the helicopter fleet. These items are carried at the lower ofcost or market, with cost being determined by a manner that approximates the first-in, first out method Estimates

- The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Impairment

- The Company reviewed long-lived assets, including identifiable intangibles, for impairment when events or changes in circumstances indicate thatthe carrying value ofan asset may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value ofthe long-lived assets, the carrying value is reduced to the estimated fair value as measured by the discounted cash flows.

### Income taxes - The Company accounts for income taxes under the asset and liability method, which requires the recognition ofdeferred tax assets and liabilities for the expected future tax consequences ofevents that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis ofassets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect ofa change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes that it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversal ofdeferred tax liabilities, projected future taxable income, tax planning strategies and recent results ofoperations. In the eventthe Company was to determine that it would be able to realize the deferred income tax assets in the future in excess oftheir net recorded amount, the Company would adjust the valuation allowance, which wouldreduce the provision for income taxes. The Company files a consolidated federal income tax return with its subsidiaries. For state income tax purposes, the Company and its subsidiaries generally file separate tax returns except in several states where they file on a unitary basis. The Company is not aware of any unrecognized tax benefits/provisions at December 31, 2014. The Company's U.S. Federal and State income tax returns prior to fiscal year 2011 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with tax matters as part ofthe income tax provision and includes accrued interest and penaltieswith the related tax liability in the balance sheet. 2. PROPERTYAND EQUIPMENT Property and equipment at December31, 2014, consisted ofthe following: Equipment, furniture and leasehold improvements Less: Accumulated depreciation

3. CONCENTRATION OF RISK 343,405.99 187,842.57 $ 155,563.42

Company's financial instruments that are exposed to concentrations ofcredit risk consist primarily ofcash and cash equivalents and trade accounts receivable. The Company places its cash and temporary cash investments with high credit quality institutions. Attimes, such investments may be in excess ofthe FDIC insurance limit. The Company may be affected by general economic conditions due to the severe adverse domestic and global economic conditions and disruptions in the financial and credit markets. These conditions may have an effect on the availability of short and long-term debt financing and the various industries in which the Company provides services. These conditions could have a material adverse effect on the Company's results of operations, financial condition, and liquidity.
4. LEASE OBLIGATIONS The Company leases the helicopter fleet under an aircraft dry lease agreement from its sister company, Meridian Consulting ICorporation, Inc. Liberty pays a fixed monthly payment plus a variable hourlyrate.5. LITIGATION The Company is a defendant in a lawsuit for alleged personal injury damages resulting from a helicopter accident that occurred on June 13, 200I. Four ofthe six passengers that were onboard have already settled with the Company. The two remaining claimants have acquired new counsel with new claims and damage theories. It is uncertain whether the remaining insurance coverage will be sufficient to cover the verdict. Legal counsel views an outcome above the remaining insurance coverage as unlikely. Plaintiffs have not provided a demand for settlement despite counsel's requests for one. No trial date has been set as of the date the financial statements were issued.

# Exhibit E Confidential Treatment sought for Exhibit E

# Exhibit F Confidential Treatment sought for Exhibit F

# Exhibit GStatement ofChris Vellios
Sightseeing Tours ofAmerica, Inc
. (STA) will make funding available to Liberty Helicopters, Inc
.to cover any working capital deficit, cover pre-operating expenses as well asan average of three months of additional operating expenses. In addition, STA will assume all non-cash expenses (such as depreciation) associated with Liberty Helicopters, Inc. proposed service.

ChrisVelllos Chief Financial Officer and ChiefOperating Officer ofSightseeing Tours ofAmerica, Inc
.

Chris Vellios Chief Financial Officerand ChiefOperating Officer of Liberty Helic opters, Inc.

# Exhibit HPre-operating Expense Forecast
Pre-operating Legal Fees $42,400 (open balance) Stafftraining $2,500 (paid)