BEFORE THE --,··-

,.T>\1 ',_->_ ~ 

UNITED STATES DEPARTMENT OF TRANSPORTATION ~ ) 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

Application of 

BOUTIQUE AIR, INC. 

for authority to conduct scheduled 

passenger operations as a 

commuter air carrier under 49 

u.s.c. § 41738 

AS~------ z a 12.- o ' o 8' DOCKET t/ 

APPLICATION OF 

BOUTIQUE AIR, INC. 

FOR COMMUTER AIR CARRIER AUTHORITY 

-------~----~ 

Communications with respect to this document should be sent to: 

Shawn Simpson 

President and Chief Executive Officer 

BOUTIQUE AIR, INC. 

340 Pine St. Suite 503 

San Francisco, California 94104 

Telephone: (415)449-0505 

Fax: (415)738-7671 

Email: dot@boutiqueair.com 

Dated: July 2, 2012 

NOTICE: Answers to this application must be filed and served on all 

persons served with this application by---------------· 
BEFORE THE 

UNITED STATES DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

Application of 

BOUTIQUE AIR, INC. 

for authority to conduct scheduled 

passenger operations as a commuter air 

carrier under 49 U.S.C. § 41738 

APPLICATION OF 

BOUTIQUE AIR, INC. 

DOCKET 

FOR COMMUTER AIR CARRIER AUTHORITY 

Boutique Air, Inc. hereby applies for authority to operate scheduled 

passenger service as a commuter air carrier under Section 41738 of Title 49 of 

the United States Code ("the Statute"). 

In support of this application, Boutique Air submits the following: 

1. Boutique Air is a corporation organized and existing under the laws of 

the State of California. Its principal office is located at 340 Pine St. Suite 503, 

San Francisco, California 94104. Boutique Air's telephone number is ( 415)449-

0505, and facsimile number is (415)738-7671. The company can be contacted by 

email, to the attention of Shawn C. Simpson, President and Chief Executive 

Officer at: dot@boutiqueair.com. 

2 
2. Boutique Air is a citizen of the United States as defined in Section 

40102 (a)(15) of the Statute. Boutique Air is a corporation under the laws of 

California, a State of the United States. Its president and more than two-thirds of 

the board of directors and other managing officers are citizens of the United 

States. Boutique Air is under the actual control of citizens of the United States, 

and more than 75 percent of its voting interest is owned or controlled by persons 

that are citizens of the United States. An affidavit of citizenship is attached as 

Exhibit BA-4. 

3. Boutique Air is currently registered under Part 298 of the Department 

of Transportation's ("Department") regulations, and holds a Part 135 air carrier 

certificate from the Federal Aviation Administration ("FAA"). Boutique Air 

currently provides on-demand air service and air attack missions with the USFS 

and other government agencies in accordance with its Department and FAA 

authority. 

4. Boutique Air requests authority to engage in scheduled passenger 

operations as a commuter air carrier. Initially, Boutique Air proposes to operate 

scheduled passenger service on the basis of one round trip flight per weekday 

between Redding, California and Oakland, California. The aircraft to be used is a 

Pilatus PC-12. 

5. The fitness information and documents required by Section 204.3 of 

the Department's Economic Regulations are provided in the exhibits to this 

application. The application, together with evidence of insurance, is being filed 

today with the FAA and with each airport Boutique Air is proposing to serve. 

3 
6. The Department uses a three-part test to determine the fitness of a 

company: 1) whether it is owned and controlled by a U.S. citizens; 2) whether its 

key personnel demonstrate managerial competence, and have sufficient 

business and aviation experience and background to operate an airline and 

particularly the kind of operations proposed; and 3) whether the company 

understands the cost of starting its operations and has on-hand sufficient capital 

to commence such operations. 

7. Based on these standards, Boutique Air's application for commuter 

air carrier should be granted. As indicated in the exhibits to this application, 

Boutique Air is fit to provide the services proposed herein. The company is 

owned and controlled by U.S. citizens; it has a strong team of experienced 

management personnel; and it has sufficient financial resources to provide the 

proposed services without posing a risk to customers. In addition, Boutique Air 

has a favorable compliance record and is committed to complying with all 

applicable laws and regulations in the conduct of its operations. In support and 

demonstration of its fitness to provide the proposed service, Boutique Air is 

attaching hereto the information and documents required by 14 C.F.R. Section 

204.3 

8. Granting the authority requested by Boutique Air should not cause a 

near-term net annual change in aircraft fuel consumption of 10 million gallons or 

more. Thus, approval of this application under Part 313 of the Department's 

Procedural Regulations. 

4 
WHEREFORE, Boutique Air, Inc. requests that the Department grant it 

commuter air carrier authority so that it may operate scheduled passenger 

service as a commuter air carrier air transportation of passengers, as set forth 

above. 

Respectfully Submitted, 

Dated: July 2, 2012 

5 
Boutique Air, Inc. 

Application for Commuter Air Carrier Authority 

CERTIFICATE OF SERVICE 

I hereby certify that I have this date served a copy of the foregoing 

"Application of Boutique Air, Inc for Commuter Air Carrier Authority" on the 

following person(s) by causing a copy to be sent by first class mail. 

Mr. Gerald Griswold, Principal Operations Inspector 

Federal Aviation Administration 

Sacramento Flight Standards District Office ("FSDO") 

11 02 Corporate Highway Suite 200 

Sacramento, California, 

95831 

Mr. Rod Dinger, Airports Manager 

City of Redding Airports Division 

6751 Woodrum Circle Suite 200 

Redding, California, 

96002 

Mr. John Albrecht, Aviation Marketing Manager 

Metropolitan Oakland International Airport 

Oakland, California 

94621 

Dated: July, 2 2012 

6 
Boutique Air, Inc. 

Application for Commuter Air Carrier Authority 

EXHIBIT LIST 

Fitness Information Required by 14 C.F.R. 204.3 ................... Exhibit BA-1 

Certificate of Good Standing ................................................... Exhibit BA-2 

Montreal Agreement (OST Form 4523) .................................. Exhibit BA-3 

Affidavit of Citizenship ............................................................ Exhibit BA-4 

Questionnaires of Each Key Personnel .................................. Exhibit BA-5 

Responsibilities of Key Personnel .......................................... Exhibit BA-6 

Resumes of Key Personnel .................................................... Exhibit BA-7 

Affidavit of Safety Compliance............................................... Exhibit BA-8 

Financial Statements and Forecasts 

Historical Financial Statements............................. Exhibit BA-9 

Start-up Costs............................................................. Exhibit BA-1 0 

Assumptions for Forecast Financial Statements........ Exhibit BA-11 

Forecast Balance Sheet--First Year........................... Exhibit BA-12 

Forecast Income Statement--First Year..................... Exhibit BA-13 

Certification........................................................................... Exhibit BA-14 

Verification of Available Funds.............................................. Exhibit BA-15 

Letter of Intent For Aircraft Lease Agreement ................... Exhibit BA-16 

7 
Exhibit BA-1 

Fitness Information Required by 14 C.F.R. § 204.3 
Fitness Information Required by 14 C.F.R. § 204.3 

(a) The name, address, and telephone number of the applicant. 

Boutique Air, Inc. 

340 Pine St. Suite 503 

San Francisco, California 94104 

Telephone: 415-449-0505 

Facsimile: 415-738-7671 

(b) The form of the applicant's organization. 

Boutique Air, Inc. is a corporation. 

(c) The State law(s) under which the applicant is organized. 

BA-1 

Page 2 of 8 

Boutique Air, Inc. was formed under the laws of the State of California on 

June 1st, 2007. 

(d) Certificate of good standing from the Office of the Secretary of State in which 

the applicant was formed. 

A certificate of good standing from the State of California Secretary of 

State is provided as Exhibit BA-2. 

(e) Affidavit of U.S. citizenship. 

Boutique Air, Inc. is a U.S. citizen and an affidavit of its citizenship is 

provided as Exhibit BA-4. 
(f) Applicant's key personnel. 

Shawn Simpson--President and CEO 

Clare B Farnsworth--Director of Operations 

Jack Coberly--Chief Pilot 

Steve Hoppes--Director of Maintenance 

BA-1 

Page 3 of 8 

None of these individuals hold stock in Boutique Air, Inc. nor do any of 

them hold stock in, or exercise control over, any carrier, common carrier, 

or person substantially engaged in the business of aeronautics, with the 

exception of Steve Hoppes who owns exactly 10% of Redding Aero 

Enterprises, a Part 135 air carrier. Redding Aero Enterprises is not 

engaged in scheduled passenger operations. 

All of the key personnel of Boutique Air are citizens of the United States. 

Exhibit BA-5 includes the questionnaires completed by each of these key 

personnel and their resume and work history are provided in Exhibit BA-7. 

The duties and responsibilities of each position are described in Exhibit 

BA-6. 

(g) Persons having a substantial interest in the applicant. 

Boutique Air, Inc. is wholly owned by Open Trip, Inc. Open Trip, Inc. is a 

Delaware corporation and is located at 340 Pine St. Suite 503, San 

Francisco, California 94104. Shawn Simpson, a U.S. citizen, is the only 

person holding an interest greater than 10% in Open Trip, Inc. 

Open Trip, Inc. and Boutique Air, Inc. are all citizens of the United States 

within the meaning of 49 USC 40102(a)(15). 

(h) Information regarding applicant's subsidiaries. 

Boutique Air, Inc. does not have any subsidiaries. 
BA-1 

Page 4 of 8 

(i) Applicant's stock in, or control of, any carrier, foreign air carrier, common 

carrier, or person substantially engaged in the business of aeronautics. 

Boutique Air, Inc. does not own stock in, or exercise control over any air 

carrier, foreign air carrier, common carrier, or person substantially 

engaged in the business of aeronautics. 

OJ Relevant 1 OK Annual Reports and 1 OQ Quarterly Reports filed with the 

Securities and Exchange Commission. 

Boutique Air does not file, and is not required to file reports with the SEC. 

(k) Historical balance sheets and income statements. 

Please see Exhibit BA-9. 

(I) Actions and outstanding judgments for more than $5,000. 

There are no actions or outstanding judgments for more than $5,000 

against Boutique Air's parent Open Trip, Inc. or key personnel employed 

by Boutique Air, Inc. 

(m) Actions and outstanding judgments of less than $5,000. 

There are no actions or outstanding judgments for less than $5,000 

against Boutique Air, Inc.'s parent Open Trip, Inc. or the key personnel 

employed by Boutique Air, Inc. 

(n) Applicant's fleet plans 

Boutique Air, Inc. plans to operate a Pilatus, PC-12 aircraft with a seating 

configuration of 1 +9. 
BA-1 

Page 5 of 8 

The aircraft will be leased from Targaryen, LLC. and a copy of the Letter 

of Intent is provided in Exhibit BA-16. 

(o) Pending investigation, enforcement actions, and formal complaints filed by 

the Department, including the FAA. 

There are no pending investigations, enforcement actions, or formal 

complaints filed by the Department, including the FAA, involving Boutique 

Air, Inc. its parent Open Trip, Inc. or any personnel employed (or to be 

employed) by Boutique Air, Inc. regarding compliance with 49 U.S.C. 

Chapters 401-465 or any related orders, rules, regulations, or 

requirements. 

(p) Charges of unfair or deceptive or anticompetitive business practices, or of 

fraud, felony or antitrust violation, in the past 10 years. 

There are no charges of unfair or deceptive or anti competitive business 

practices, or of fraud, felony or antitrust violation, that have been brought 

against Boutique Air, Inc. or its parent Open Trip, Inc. in the past 10 years. 

(q) Aircraft accidents and incidents. 

Boutique Air, Inc. and each of the key personnel of the company have not 

been involved in any accidents or incidents which have occurred within the 

past year or that remain under investigation by the FAA, National 

Transportation Safety Board, or Boutique Air, Inc. 

(r) A brief narrative history of the applicant. 

Boutique Air, Inc. is a Department Of Transportation approved Basic Part 

135 operation, Air Carrier Certificate number 2B5A 1 06N. Boutique Air, Inc. 

has been in operation since May 15, 2007. 

The company was originally called Shasta Flyers Aviation, Inc. It was 

founded and wholly owned by Clare B Farnsworth and his wife Janice 

Farnsworth. Mr. Farnsworth served as Director of Operations and Chief 

Pilot, and Steve Hoppes became the Director of Maintenance. The scope 
BA-1 

Page 6 of 8 

of the operations include on-demand charter, pilot training and air attack 

and aerial patrol services for government sectors such as the US Forest 

Service, Bureau of Land Management, California Department of Forestry 

and Fire Protection. The primary aircraft used for these operations is a 

Cessna Skymaster T337D. 

On September 20th of 2011, Shasta Flyers Aviation, Inc. was purchased 

by a travel technology company called Open Trip, Inc. and subsequently 

changed Shasta Flyers Aviation, Inc.'s name to "Boutique Air, Inc.". The 

Air Carrier Certificate number changed from the former 2CFA796L to the 

current 2B5A106N. Original management personnel remain in place with 

two additions: Shawn Simpson is the President and CEO, and Jack 

Coberly now serves as Chief Pilot. Clare Farnsworth remains as the 

Director of Operations and Steve Hoppes as Director of Maintenance. 1 

Prior to the purchase of Shasta Flyers Aviation, Inc. Shawn Simpson 

researched the viability of launching an air service in Northern California. 

His specific focus being scheduled service between two markets in 

Northern California: Redding (ROD) and Oakland (OAK). After two years 

of passenger demand studies and developing travel technology for 

booking and distribution, Open Trip, Inc. acquired Shasta Flyers Aviation, 

Inc. 

Today the company is in a growth stage, adding a Pilatus PC-12 aircraft 

for passenger transportation operations. The Boutique Air team has met 

with ROD and OAK airport officials who have shared both their support 

and resources. 

The next phase in operations is to obtain Economic Authority from the 

Office of the Secretary of Transportation. As a Commuter Air Carrier, 

Boutique Air, Inc. will have the ability to serve the traveling public by 

offering the most flexible schedule for passengers. 

1 Steve Hoppes is a Partner and Director of Maintenance for Redding Aero Enterprises (Redding 

Jet Center) a Part 145 maintenance facility located at Redding Municipal Airport (ROD). Steve 

directs all scheduled and unscheduled maintenance for Boutique Air, Inc. Since Boutique Air, Inc. 

has a relatively small fleet size, Steve is able to allocate his full guidance and resources of the 

Redding Jet Center towards the Boutique Air fleet. He is on call 24 hours a day 7 days a week. 
BA-1 

Page 7 of 8 

(s) Authority under which the applicant has conducted or is conducting 

transportation operations, and the identity of the local FAA office and personnel 

responsible for processing an application for any additional FAA authority needed 

to conduct the proposed operations. 

Boutique Air, Inc. currently operates its on-demand charter services 

pursuant to the Department's exemption in Part 298 of the Department's 

rules and pursuant to its FAA Air Carrier Certificate 2B5A 1 06N (Part 135). 

This FAA certificate is under the supervision of the Sacramento Flight 

Standards District Office ("FSDO"); 1102 Corporate Way, Suite 200, 

Sacramento, California 95831. Mr. Gregory L. Michael is the Manager of 

the Sacramento FSDO. His telephone number is (916)422-0272 ext. 200. 

Mr. Gerald C. Griswold is the principal operations inspector assigned to 

Boutique Air, Inc. His telephone number is (916)422-0272 ext. 250. Brian 

L. Allen is the principal maintenance inspector assigned to Boutique Air 

Inc. His telephone is (916)422-0272 ext. 263. Each of these FAA officials 

works at the Sacramento FSDO. 

(t) A brief description of the service to be operated, if the applicant is granted. 

Subject to Boutique Air, Inc. being found fit by United States Department 

of Transportation (US DOT), Boutique Air, Inc. plans to offer one round trip 

every weekday between Redding Municipal Airport (ROD) and Oakland 

International Airport (OAK) using 9 passenger turbine aircraft. 

Boutique Air, Inc. plans to lease the nine plus pilot seat PC-12 aircraft 

from aircraft leasing company Targaryen, LLC. The Letter of Intent is 

attached as Exhibit BA-16. 

Boutique Air, Inc. is located in Redding, California. The proposed service 

is supported and welcome by both ROD and OAK airport management 

teams. Boutique Air, Inc. will provide a reliable and safe service to the 

local communities near ROD and OAK. Demand analysis clearly shows a 

need for service between these two destinations. Currently, air service to 

and from Redding is limited and OAK is a connecting airport to many other 

destinations. 
BA-1 

Page 8 of 8 

As business conditions allow, Boutique Air, Inc. plans to expand 

operations into other markets, generally utilizing aircraft in its fleet, 

improving fleet utilization. 

To the extent the determination of fitness permits, Boutique Air, Inc. may 

investigate other scheduled commuter operations in the future, subject to 

the limitations of its FAA operating certificate. 

The financial forecast information can found attached to this application in 

Exhibit BA-10 through Exhibit BA-13. 

(u) A signed counterpart of Agreement 18900 (OST Form 4523) as required by 

Part 203. 

A signed counterpart of OST Form 4523 is included as Exhibit BA-3. An 

executed OST Form 4523 and three copies are also being filed in OST 

Docket 95-236 today. 

(v) A certification of the truthfulness of the submission. 

An executed Certification of Truthfulness is included as Exhibit BA-14 
Exhibit BA-2 

Certificate of Good Standing 
ENTITY NAME: 

State of California 

Secretary of State 

CERTIFICATE OF STATUS 

BOUTIQUE AIR, INC. 

FILE NUMBER: 

FORMATION DATE; 

TYPE! 

JURISDICTION: 

STATUS: 

C3000770 

05/16/2007 

DOMESTIC CORPORATION 

CALIFORNIA 

ACTIVE (GOOD ST~ING) 

I, DEBRA BOWEN, secretary of State of the State of California, 

hereby certify: 

The records of this office indicate the entity is authorized to 

exercise all of its powers, rights and privileges in the State of 

California. 

No information is available from this office regarding the financial 

condition, business activities or ·practices of the entity. 

IN WITNESS WHEREOF, I execute this certificate 

and affix the Great Seal of the State of 

California this day of June 12, 2012. 

NP·25 (REV 1/2(}()7) 

DEBRA BOWEN 

Se<:retary of State 

RKS 
Exhibit BA-3 

Montreal Agreement (OST Form 4523) 
U.S. Department of Transportation 

Office of the Secretary of Transportation AGREEMENT 

The undersigned carriers (hereinafter referred to as "the Carriers") hereby agree as follows: 

Docket OST 95-236 

1. Each of the Carriers shall, effective May 16, 1966, include the following in its conditions of carriage, including tariffs embodying 

conditions of carriage filed by it with any government: 

"The Carrier shall avail itself of the limitation of liability provided in the Convention for the Unification of Certain Rules 

Relating to International Carriage by Air signed at Warsaw October 12th, 1929, or provided in the said Convention as amended by 

the Protocol signed at The Hague September 28th, 1955. However, in accordance with Article 22(1) of said Convention, or said 

Convention as amended by said Protocol, the Carrier agrees that, as to all international transportation by the Carrier as defined in 

the said Convention or said Convention as amended by said Protocol, which, according to the contract of Carriage, includes a 

point in the United States of America as a point of origin, point of destination, or agreed stopping place 

(1) The limit of liability for each passenger for death, wounding, or other bodily injury shall be the sum of US $75,000 

inclusive of legal fees and costs, except that, in case of a claim brought in a State where provision is made for separate 

award of legal fees and costs, the limit shall be the sum of US $58,000 exclusive of legal fees and costs. 

(2) The Carrier shall not, with respect to any claim arising out of the death, wounding, or other bodily injury of a passenger, 

avail itself of any defense under Article 20(1) of said Convention or said Convention as amended by said Protocol. 

Nothing herein shall be deemed to affect the rights and liabilities of the Carrier with regard to any claim brought by, on behalf 

of, or in respect of any person who has willfully caused damage which resulted in death, wounding, or other bodily injury of a 

passenger." 

2. Each Carrier shall, at the time of delivery of the ticket, furnish to each passenger whose transportation is governed by the 

Convention, or the Convention as amended by the Hague Protocol, and by the special contract described in paragraph 1, the following 

notice, which shall be printed in type at least as large as 10 point modern type and in ink contrasting with the stock on (i) each ticket; (ii) 

a piece of paper either placed in the ticket envelope with the ticket or attached to the ticket; or (iii) on the ticket envelope: 

"ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY 

Passengers on a journey involving an ultimate destination or a stop in a country other than the country of origin are advised 

that the provisions of a treaty known as the Warsaw Convention may be applicable to the entire journey, including any portion 

entirely within the country of origin or destination. For such passengers on a journey to, from, or with an agreed stopping place in 

the United States of America, the Convention and special contracts of carriage embodied in applicable tariffs provide that the 

liability of 

[certain ]* 

[(name of carrier) and certain other) carriers parties to such special contracts for death of or personal injury to passengers is 

limited in most cases to proven damages not to exceed US $75,000 per passenger, and that this liability up to such limit shall not 

depend on negligence on the part of the carrier. For such passengers traveling by a carrier not a party to such special contracts or 

on a journey not to, from, or having an agreed stopping place in the United States of America, liability of the carrier for death or 

personal injury to passengers is limited in most cases to approximately US $10,000 or US $20,000. 

The names of Carriers parties to such special contracts are available at all ticket offices of such carriers and may be 

examined on request. 

Additional protection can usually be obtained by purchasing insurance from a private company. Such insurance is not 

affected by any limitation of the carrier's liability under the Warsaw Convention or such special contracts of carriage. For further 

information please consult your airline or insurance company representative." 

3. [This Agreement was filed with the Civil Aeronautics Board of the United States. The Board approved it by Order E-23680, 

adopted May 13, 1966. The Agreement (Agreement 18900) became effective May 16, 1966. On January 1, 1985, this Agreement 

became the responsibility of the Department of Transportation (DOT) by operation of law.) 

4. This Agreement may be signed in any number of counterparts, all of which shall constitute one Agreement. Any Carrier may 

become a party to this Agreement by signing a counterpart hereof and depositing it with DOT. 

5. Any Carrier party hereto may withdraw from this Agreement by giving twelve ) months' 

and the other Carriers parties to the Agreement. 

*Either alternative may be used. 

OST Form 4523 (Formerly CAB Form 263) 

(Printed Name and Title) --""-'->.:..:lO=.J'-L--'CJ..=>-:...r:...i ..........,~F~-LL---'~'-'t:..:. ~.:.!.f'<.UJ.J..Y~--~~ 

(Name and Address of Carrier) --'B........,o-><vf-1-lt.lft-l.l..os.II'""'<--'A~j._.r'-+ 1 -"I rlk.....,...:....... ---------

3'{0 Pi"f S:t }u;fe 503 s(t_~ Fro..~o\co CA. 1lfl0~ I 
Exhibit BA-4 

Affidavit of Citizenship 
Exhibit BA-4 

Page 1 of 1 

AFFIDAVIT OF CITIZENSHIP 

STATE OF CALIFORNIA 

COUNTY OF SHASTA 

Shawn C. Simpson, being duly first sworn, deposes and says: 

1. That he duly elected, qualified, and seNing as President and Chief 

Executive Officer of Boutique Air, Inc. and that he is authorized to and does make this 

affidavit for it. 

2. That Boutique Air, Inc. is a citizen of the United States within the meaning 

of49 U.S.C. § 40102(a)(15). 

a. Boutique Air, Inc. is a corporation organized under the laws of the 

State of California. 

b. All of the officers of Boutique Air, Inc. are citizens of the United 

States. 

c. All of the voting interests in Boutique Air, Inc. are owned and 

controlled by Open Trip, Inc., which also qualifies as a citizen of the United 

States within the meaning of49 U.S.C. § 40102(a)(15). 

My Commision Expires: f2.. -1- 2,0l b 

Shawn C. s ·mpson 

President and Chief Executive Officer 

Boutique Air, Inc. 
Exhibit BA-5 

Questionnaire of Each Key Personnel 
QUESTIONNAIRE 

Exhibit BA-5 

Page 2 of 5 

Simpson 

FOR THE DIRECTORS, OFFICERS, AND KEY PERSONNEL 

OF BOUTIQUE AIR, INC. 

Boutique Air, Inc. is preparing to submit certain information to the U.S. 

Department of Transportation as part of a proceeding in which Boutique Air, Inc. 

is seeking authority to operate as a commuter carrier. 

It is necessary for you, as a current or prospective director, officer, or key 

manager of Boutique Air, Inc. to provide the information specified below so that 

the company can complete its submission. Please note that your answers will be 

relied upon in the preparation of the submission, and that the presentation of 

false or misleading answers could result in DOT taking adverse action against 

Boutique Air, Inc. Accordingly, your utmost candor and thoroughness are greatly 

appreciated. 

1. Please state your full name, home address, and business address. 

Shawn Christopher Simpson 

Home: 584 Market St. Suite 8843 

San Francisco, California 

94104 

Office: 340 Pine St. Suite 503 

San Francisco, California 

94104 

2. Please identify your country of citizenship. 

United States 

3. Please identify the position(s) that you will hold at Boutique Air, Inc. including 

any position as a director, officer, or senior manager. 

I serve as the President and Chief Executive Officer of Boutique Air, Inc. 

4. Please provide a copy of your resume. (Please disregard this item if you have 

already provided a copy of your resume.) 
Attached in Exhibit BA-7. 

Exhibit BA-5 

Page 3 of 5 

Simpson 

5. Please identify any shares of stock in Boutique Air, Inc. that you hold for your 

own account or for another's account. If you are holding shares of Boutique Air, 

Inc. stock for another's account, please identify the name and citizenship of that 

individual or business. 

I hold no stock in Boutique Air, Inc. 

6. Please describe any directorship, officership, shares of stock (but only if it 

equals 10% or more of the total voting stock outstanding), or other interest that 

you hold in any of the following: 

(a) a domestic air carrier 

None 

(b) a foreign air carrier 

None 

(c) a common carrier 

None 

(d) a company substantially engaged in the business of aeronautics; or 

None 

(e) a company whose principal business (in purpose or fact) is the holding of 

stock in, or control of, and domestic air carrier, foreign air carrier, common 

carrier, or company substantially engaged in the business of aeronautics. 

None 
Exhibit BA-5 

Page 4 of 5 

Simpson 

7. If you are related by blood or marriage to any director, officer, or other person 

holding a substantial interest in Boutique Air, Inc. please state that relationship. 

Not Applicable 

8. Please list all actions and outstanding judgments for more than $5,000 against 

you, including the amount of each judgment, the party to whom it is payable, and 

how long it has been outstanding. 

Not Applicable 

9. Please list all actions and outstanding judgment of less than $5,000 against 

you, including the amount of each judgment. 

Not Applicable 

10. Please describe all pending investigations, enforcement actions, and formal 

complaints filed by DOT, including the Federal Aviation Administration, involving 

you regarding compliance with the federal aviation statutes or orders, rules, 

regulations, or requirements issued pursuant to the statutes, including 

information on any corrective actions taken. 

Not Applicable 

11. Please describe all charges of unfair or deceptive or anticompetitive business 

practices, or of fraud, felony, or antitrust violation, brought against you in the past 

10 years, including information on the disposition or current status of each such 

proceeding. 

Not Applicable 
Exhibit BA-5 

Page 5 of 5 

Simpson 

12. Please describe any aircraft accidents or incidents (as defined in the National 

Transportation Safety Board's regulations, 49 C.F.R. Q 830.2) experienced by 

you, which occurred either: (a) during the last 12 months, or (b) at any time in the 

past if it remains under investigation by the FAA, the NTSB, or by the company 

for which you worked. Your description should include the following information 

regarding each accident and incident: (a) the date of the occurrence; (b) the type 

of flight; (c) the number of passengers and crew on board and an enumeration of 

any injuries or fatalities; (d) a description of any damage to the aircraft; (e) the 

FAA and NTSB file numbers and the status of the investigations, including any 

enforcement actions initiated against you or the company for which you worked; 

and (f) positive actions taken to prevent recurrence. 

Not Applicable 

I hereby certify that I have answered this questionnaire truthfully and to the best 

of my knowledge and belief. 

Name: Shawn Simpson 

Date: 6/12/2012 
QUESTIONNAIRE 

FOR THE DIRECTORS, OFFICERS, AND KEY PERSONNEL 

OF BOUTIQUE AIR, INC. 

Exhibit BA-5 

Page 1 of 4 

Farnsworth 

Boutique Air, Inc. is preparing to submit certain information to the U.S. 

Department of Transportation as part of a proceeding in which Boutique Air is seeking 

authority to operate as a commuter carrier. 

It is necessary for you, as a current or prospective director, officer, or key 

manager of Boutique Air, to provide the information specified below so that the 

company can complete its submission. Please note that your answers will be relied 

upon in the preparation of the submission, and that the presentation of false or 

misleading answers could result in DOT taking adverse action against Boutique Air. 

Accordingly, your utmost candor and thoroughness are greatly appreciated. 

1. Please state your full name, home address, and business address. 

Clare Blaine Farnsworth 

Home: 1686 Marigold Way 

Redding, California 

96003 

Office: 340 Pine St. Suite 503 

San Francisco, California 

94104 

2. Please identify your country of citizenship. 

United States 

3. Please Identify the position(s) that you will hold at Boutique Air, including any position 

as a director, officer, or senior manager. 

I serve as the Director of Operations of Boutique Air, Inc. 
Exhibit BA-5 

Page 2 of 4 

Farnsworth 

4. Please provide a copy of your resume. (Please disregard this item if you have already 

provided a copy of your resume.) 

Attached 

5. Please identify any shares of stock in Boutique Air that you hold for your own account 

or for another's account. If you are holding shares of Boutique Air stock for another's 

account, please identify the name and citizenship of that individual or business. 

I hold no stock in Boutique Air, Inc. 

6. Please describe any directorship, officership, shares of stock (but only if it equals 

10% or more of the total voting stock outstanding), or other interest that you hold in any 

of the following: 

(a) a domestic air carrier 

None 

(b) a foreign air carrier 

None 

(c) a common carrier 

None 

(d) a company substantially engaged in the business of aeronautics; or 

None 

(e) a company whose principal business (in purpose or fact) is the holding of stock in, or 

control of, and domestic air carrier, foreign air carrier, common carrier, or company 

substantially engaged in the business of aeronautics. 

None 
Exhibit BA-5 

Page 3 of 4 

Farnsworth 

7. If you are related by blood or marriage to any director, officer, or other person holding 

a substantial interest in Boutique Air, please state that relationship. 

Not Applicable 

8. Please list all actions and outstanding judgments for more than $5,000 against you, 

including the amount of each judgment, the party to whom it is payable, and how long it 

has been outstanding. 

Not Applicable 

9. Please list all actions and outstanding judgment of less than $5,000 against you, 

including the amount of each judgment. 

Not Applicable 

10. Please describe all pending investigations, enforcement actions, and formal 

complaints filed by DOT, including the Federal Aviation Administration, involving you 

regarding compliance with the federal aviation statutes or orders, rules, regulations, or 

requirements issued pursuant to the statutes, including information on any corrective 

actions taken. 

Not Applicable 

11. Please describe all charges of unfair or deceptive or anticompetitive business 

practices, or of fraud, felony, or antitrust violation, brought against you in the past 10 

years, including information on the disposition or current status of each such 

proceeding. 

Not Applicable 
Exhibit BA-5 

Page 4 of 4 

Farnsworth 

12. Please describe any aircraft accidents or incidents (as defined in the National 

Transportation Safety Board's regulations, 49 C.F.R. Q 830.2) experienced by you, 

which occurred either: (a) during the last 12 months, or (b) at any time in the past if it 

remains under investigation by the FAA, the NTSB, or by the company for which you 

worked. Your description should include the following information regarding each 

accident and incident: (a) the date of the occurrence; (b) the type of flight; (c) the 

number of passengers and crew on board and an enumeration of any injuries or 

fatalities; (d) a description of any damage to the aircraft; (e) the FAA and NTSB file 

numbers and the status of the investigations, including any enforcement actions 

initiated against you or the company for which you worked; and (f) positive actions taken 

to prevent recurrence. 

Not Applicable 

I hereby certify that I have answered this questionnaire truthfully and to the best of my 

knowledge and belief. 

Name: 

Signature 

Clare 

t!/J 

Blaine 

~ Farnsworth 

Date: 6/13/2012 
QUESTIONNAIRE 

Exhibit BA-5 

Page 1 of 4 

Coberly 

FOR THE DIRECTORS, OFFICERS, AND KEY PERSONNEL 

OF BOUTIQUE AIR, INC. 

Boutique Air, Inc. is preparing to submit certain information to the U.S. 

Department of Transportation as part of a proceeding in which Boutique Air, Inc. 

is seeking authority to operate as a commuter carrier. 

It is necessary for you, as a current or prospective director, officer, or key 

manager of Boutique Air, Inc. to provide the information specified below so that 

the company can complete its submission. Please note that your answers will be 

relied upon in the preparation of the submission, and that the presentation of 

false or misleading answers could result in DOT taking adverse action against 

Boutique Air, Inc. Accordingly, your utmost candor and thoroughness are greatly 

appreciated. 

1. Please state your full name, home address, and business address. 

Jack Coberly 

Home: 11487 Hawley 

Redding, California 

96002 

Office: 340 Pine St. Suite 503 

San Francisco, California 

94104 

2. Please identify your country of citizenship. 

United States 

3. Please identify the position(s) that you will hold at Boutique Air, Inc. including 

any position as a director, officer, or senior manager. 

I serve as the Chief Pilot of Boutique Air, Inc. 

4. Please provide a copy of your resume. (Please disregard this item if you have 

already provided a copy of your resume.) 

Attached in Exhibit BA-7 
Exhibit BA-5 

Page 2 of 4 

Coberly 

5. Please identify any shares of stock in Boutique Air, Inc. that you hold for your 

own account or for another's account. If you are holding shares of Boutique Air, 

Inc. stock for another's account, please identify the name and citizenship of that 

individual or business. 

I hold no stock in Boutique Air, Inc. 

6. Please describe any directorship, officership, shares of stock (but only if it 

equals 10% or more of the total voting stock outstanding), or other interest that 

you hold in any of the following: 

(a) a domestic air carrier 

None 

(b) a foreign air carrier 

None 

(c) a common carrier 

None 

(d) a company substantially engaged in the business of aeronautics; or 

None 

(e) a company whose principal business (in purpose or fact) is the holding of 

stock in, or control of, and domestic air carrier, foreign air carrier, common 

carrier, or company substantially engaged in the business of aeronautics. 

None 

7. If you are related by blood or marriage to any director, officer, or other person 

holding a substantial interest in Boutique Air, Inc. please state that relationship. 

Not Applicable 
Exhibit BA-5 

Page 3 of 4 

Coberly 

8. Please list all actions and outstanding judgments for more than $5,000 against 

you, including the amount of each judgment, the party to whom it is payable, and 

how long it has been outstanding. 

Not Applicable 

9. Please list all actions and outstanding judgment of less than $5,000 against 

you, including the amount of each judgment. 

Not Applicable 

10. Please describe all pending investigations, enforcement actions, and formal 

complaints filed by DOT, including the Federal Aviation Administration, involving 

you regarding compliance with the federal aviation statutes or orders, rules, 

regulations, or requirements issued pursuant to the statutes, including 

information on any corrective actions taken. 

Not Applicable 

11. Please describe all charges of unfair or deceptive or anticompetitive business 

practices, or of fraud, felony, or antitrust violation, brought against you in the past 

10 years, including information on the disposition or current status of each such 

proceeding. 

Not Applicable 

12. Please describe any aircraft accidents or incidents (as defined in the National 

Transportation Safety Board's regulations, 49 C.F.R. Q 830.2) experienced by 

you, which occurred either: (a) during the last 12 months, or (b) at any time in the 

past if it remains under investigation by the FAA, the NTSB, or by the company 

for which you worked. Your description should include the following information 
Exhibit BA-5 

Page 3 of 4 

Coberly 

8. Please list all actions and outstanding judgments for more than $5,000 against 

you, including the amount of each judgment, the party to whom it is payable, and 

how long it has been outstanding. 

Not Applicable 

9. Please list all actions and outstanding judgment of less than $5,000 against 

you, including the amount of each judgment. 

Not Applicable 

10. Please describe all pending investigations, enforcement actions, and formal 

complaints filed by DOT, including the Federal Aviation Administration, involving 

you regarding compliance with the federal aviation statutes or orders, rules, 

regulations, or requirements issued pursuant to the statutes, including 

information on any corrective actions taken. 

Not Applicable 

11. Please describe all charges of unfair or deceptive or anticompetitive business 

practices, or of fraud, felony, or antitrust violation, brought against you in the past 

10 years, including information on the disposition or current status of each such 

proceeding. 

Not Applicable 
Exhibit BA-5 

Page 4 of4 

Coberly 

12. Please describe any aircraft accidents or incidents (as defined in the National 

Transportation Safety Board's regulations, 49 C.F.R. Q 830.2) experienced by you, 

which occurred either: (a) during the last 12 months, or (b) at any time in the past if it 

remains under investigation by the FAA, the NTSB, or by the company for which you 

worked. Your description should include the following information regarding each 

accident and incident: (a) the date of the occurrence; (b) the type of flight; (c) the 

number of passengers and crew on board and an enumeration of any injuries or 

fatalities; (d) a description of any damage to the aircraft; (e) the FAA and NTSB file 

numbers and the status of the investigations, including any enforcement actions initiated 

against you or the company for which you worked; and (f) positive actions taken to 

prevent recurrence. 

Not Applicable 

I hereby certify that I have answered this questionnaire truthfully and to the best of my 

knowledge and belief. 
QUESTIONNAIRE 

FOR THE DIRECTORS, OFFICERS, AND KEY PERSONNEL 

OF BOUTIQUE AIR, INC. 

Exhibit BA-5 

Page 1 of 4 

Hoppes 

Boutique Air, Inc. is preparing to submit certain information to the U.S. 

Department of Transportation as part of a proceeding in which Boutique Air is seeking 

authority to operate as a commuter carrier. 

It is necessary for you, as a current or prospective director, officer, or key 

manager of Boutique Air, to provide the information specified below so that the 

company can complete its submission. Please note that your answers will be relied 

upon in the preparation of the submission, and that the presentation of false or 

misleading answers could result in DOT taking adverse action against Boutique Air. 

Accordingly, your utmost candor and thoroughness are greatly appreciated. 

1. Please state your full name, home address, and business address. 

Steve Hoppes 

Home: 21465 Black Lane 

Cottonwood, California 

96022 

Office: 3775 Flight Avenue 

Redding, California 

96002 

2. Please identify your country of citizenship. 

United States 

3. Please identify the position(s) that you will hold at Boutique Air, including any position 

as a director, officer, or senior manager. 

I serve as the Director of Maintenance for Boutique Air, Inc. 
Exhibit BA-5 

Page 2 of 4 

Hoppes 

4. Please provide a copy of your resume. (Please disregard this item if you have already 

provided a copy of your resume.) 

Attached 

5. Please identify any shares of stock in Boutique Air that you hold for your own account 

or for another's account. If you are holding shares of Boutique Air stock for another's 

account, please identify the name and citizenship of that individual or business. 

I hold no stock in Boutique Air, Inc. 

6. Please describe any directorship, officership, shares of stock (but only if it equals 

10% or more of the total voting stock outstanding), or other interest that you hold in any 

of the following: 

(a) a domestic air carrier 

None 

(b) a foreign air carrier 

None 

(c) a common carrier 

I am a 10% owner of Redding Aero Enterprises, a Part 135 on-demand operator 

located in Redding, California. 

(d) a company substantially engaged in the business of aeronautics; or 

None 
Exhibit BA-5 

Page 3 of 4 

Hoppes 

(e) a company whose principal business (in purpose or fact) is the holding of stock in, or 

control of, and domestic air carrier, foreign air carrier, common carrier, or company 

substantially engaged in the business of aeronautics. 

None 

7. If you are related by blood or marriage to any director, officer, or other person holding 

a substantial interest in Boutique Air, please state that relationship. 

Not Applicable 

8. Please list all actions and outstanding judgments for more than $5,000 against you, 

including the amount of each judgment, the party to whom it is payable, and how long it 

has been outstanding. 

Not Applicable 

9. Please list all actions and outstanding judgment of less than $5,000 against you, 

including the amount of each judgment. 

Not Applicable 

10. Please describe all pending investigations, enforcement actions, and formal 

complaints filed by DOT, including the Federal Aviation Administration, involving you 

regarding compliance with the federal aviation statutes or orders, rules, regulations, or 

requirements issued pursuant to the statutes, including information on any corrective 

actions taken. 

Not Applicable 
Exhibit BA-5 

Page 4 of 4 

Hoppes 

11. Please describe all charges of unfair or deceptive or anticompetitive business 

practices, or of fraud, felony, or antitrust violation, brought against you in the past 10 

years, including information on the disposition or current status of each such 

proceeding. 

Not Applicable 

12. Please describe any aircraft accidents or incidents (as defined in the National 

Transportation Safety Board's regulations, 49 C.F.R. Q 830.2) experienced by you, 

which occurred either: (a) during the last 12 months, or (b) at any time in the past if it 

remains under investigation by the FAA, the NTSB, or by the company for which you 

worked. Your description should include the following information regarding each 

accident and incident: (a) the date of the occurrence; (b) the type of flight; (c) the 

number of passengers and crew on board and an enumeration of any injuries or 

fatalities; (d) a description of any damage to the aircraft; (e) the FAA and NTSB file 

numbers and the status of the investigations, including any enforcement actions 

initiated against you or the company for which you worked; and (f) positive actions taken 

to prevent recurrence. 

Not Applicable 

I hereby certify that I have answered this questionnaire truthfully and to the best of my 

knowledge and belief. 

' Signature:--f~;::__ -L __ _...~......:._:++;;__ !~ __ _ 

Name: Steve Hoppes 

Date: 6/13/2012 
Exhibit BA-6 

Responsibilities of Key Personnel 
Boutique Air, Inc. 

Job Description 

Job Title: President & CEO 

SUMMARY: The CEO is responsible for all aspects of the operation. 

DIRECT REPORTS: 

• Clare B Farnsworth, Director of Operations 

• Jack Coberly, Chief Pilot 

• Steve Hoppes, Director of Maintenance 

ESSENTIAL DUTIES AND RESPONSIBILITIES: 

Exhibit BA-6 

Page 2 of 6 

Initiates and assumes full responsibility for all functions of this operation within 

the corporate policies and all applicable national and international protocols. 

• Establish and maintain a safe operating entity under local, national, and 

international legal provisions. 

• Recruit, train, organize and maintain an effective staff. 

• Pursue business opportunities under corporate guidelines. 

• Achieve established operational goals for safety, efficiency, and 

profitability. 
Boutique Air, Inc. 

Job Description 

Job Title: Director of Operations 

Department: Operations 

Location: Redding, California 

Exhibit BA-6 

Page 3 of 6 

SUMMARY: The Director of Operations is responsible for all aspects of flight 

safety and maintenance including adhering and enforcing all compliance 

standards. 

REPORTS TO: 

• President and CEO 

Supervises: 

• Director of Maintenance of the repair station 

• Director of Maintenance of the Air Carrier Certificate 

• Chief Pilot 

• All crew staff relating to flight operations 

Basic Responsibilities: 

• Guiding Boutique Air through the FAR Part 135 certification process 

• Manual creation to support certification initiatives and subsequent 

directing of flight operations. 

• Support the creation and compliance of Boutique Air's operating 

procedures, methods and best practices with all FAR Part 135/119 

regulations. 

Tasks and Scope: 

• Provides leadership and is the "final authority" in all differences of opinion 

between the Director of Maintenance and the rest of the Maintenance 

Organization. 

• He is responsible to the President and CEO for the overall operation of the 

Maintenance Organization and the Redding, California operation. 

• He may delegate the duties of the Director of Operations as necessary; 

however, such delegation does not relieve him of the overall 

responsibilities. 

Other Duties: 

• As assigned by the President and CEO. 
Job Title: Chief Pilot 

Department: Operations 

Location: Redding, California 

Boutique Air, Inc. 

Job Description 

Exhibit BA-6 

Page 4 of 6 

SUMMARY: He is responsible for ensuring that all air operations are conducted 

in compliance with the Act, the Regulations and the Civil Aviation Orders. He 

supervises all crew duties and responsibilities. 

REPORTS TO: Director of Operations 

Basic Responsibilities: 

• Establishing and documenting the operational standards for Boutique Air 

• Monitoring and if necessary correcting operational standards 

• Allocates aircraft for use and arranges crew rosters in accordance with 

flight and duty time limitations. 

• Conducts proficiency tests and maintains up-to-date records of the 

qualifications of each pilot 

• Ensures compliance with loading procedures 

• In charge of proper compilation of loading documents, including passenger 

manifests 

• Managing Boutique Air's training and checking functions 
Boutique Air, Inc. 

Job Description 

Job Title: Director of Maintenance Part 135 

Department: Maintenance 

Location: Redding, California 

SUMMARY: 

Exhibit BA-6 

Page 5 of 6 

The Director of Maintenance is responsible to the Director of Operations for all 

aspects of maintenance operations to include avionics and line services. The 

duties and responsibilities include: 

• Establishing and implementing uniform maintenance policies and 

procedures which are in concert with the applicable FAR'S, industry 

standards and good operating practices. 

• Insuring compliance with all applicable regulations as they relate to the 

maintenance and record keeping of company aircraft. 

• Scheduling and completion of all required inspections. 

• Insuring that all discrepancies that affect airworthiness are corrected 

before further flight. 

• Establishing a procedure for determining whether discrepancies reported 

by pilots must be immediately corrected or may be deferred for 

correction at a later time. 

• Fully responsible for complying with Maintenance Program on the 

airframe, engine and propellers. 

• Advising the Director of Operations of internal and external factors that 

affect the performance of the department. 

The Director of Maintenance may delegate duties to designees, as appropriate, 

but maintains responsibility for any delegated function. 
Organizational Chart 

PRESIDENT 

.. 

Director of 

Operations I""' 

~~ 

Chief Pilot 

~ 

Flight Crews 

Exhibit BA-6 

Page 6 of 6 

Director of 

Maintenance 

Maintenance 

Personnel 
Exhibit BA-7 

Resumes of Key Personnel 
Exhibit BA-7 

Page 2 of 8 

SHAWN SIMPSON 

548 Market Street, Suite 8843 

San Francisco, California, 94104 

415-449-0505 telephone 

415-738-7671 fax 

dot@boutiqueair.com 

WORK EXPERIENCE 

September 2011-

present 

June 2009-

present 

2008-present 

2005-2008 

2000-2005 

1999-2000 

1998-1999 

EDUCATION 

Boutique Air Inc Redding, California 

CEO and President of Part 135 operation. Responsible for 

strategy, operations, partnerships, and research divisions. 

Open Trip Inc. San Francisco, California 

CEO and President of a company focused on developing 

travel technology. 

Siren Studios Hollywood, California 

Partner and investor in photography studio. Siren Studios 

offers photo studio space in Hollywood, as well as photo 

equipment for on-location shoots worldwide. 

Self-employed San Francisco, California 

Real estate and corporate investing. 

Google Inc Mountain View, California 

System Administrator and member of the core 

core Operations group responsible for building and 

maintaining the Google computing infrastructure 

Xoom.com San Francisco, California 

System Administrator 

Greenlnfo Network San Francisco, California 

Geographic Information Systems Specialist. Responsible for 

California demographic data and mapping projects. 

University of California, Santa Cruz 

BA in Biology, Environmental Studies 
Shawn Simpson 

President & CEO 

Exhibit BA-7 

Page 3 of 8 

Mr. Simpson began his professional career in 1998 as a Geographic Information 

Specialist at Greenlnfo Network located in San Francisco. Greenlnfo Network 

provides GIS services to not-for-profits. A year later he became a System 

Administrator at Xoom.com. Xoom was a web services provider during the 

internet boom of 1999. In 2000, Mr. Simpson left Xoom to work for Google as a 

Linux System Administrator. At Google Mr. Simpson was responsible for helping 

to build, maintain and monitor Google's linux cluster. After Google, Mr. Simpson 

became an investor in several real estate and business ventures. Subsequently 

Mr. Simpson became a partner in Siren Studios where he works on business 

partnerships and strategy. Siren Studios is a photography studio in Hollywood, 

which offers space and equipment rental for photography shoots worldwide. 

Shawn graduated from UC Santa Cruz with a BA in Biology and Environmental 

Studies. 

He began his career in the aviation industry in 2009 by creating a travel 

technology company called Open Trip. In his role as CEO, Mr. Simpson directed 

analysis of the Part 135 and 121 industries. This experience gives him a unique 

and comprehensive knowledge of the opportunities that exist in the commercial 

aviation world. 

As President and CEO of Boutique Air, Mr. Simpson is responsible for business 

development initiatives with distribution channels, aircraft financing, reservation 

system implementation and research. Shawn Simpson is a US Citizen and 

resides at 548 Market St. #8843, San Francisco, CA. 94104. Contact number 

415-449-0505. 
CLARE 8 FARNSWORTH 

1686 Marigold Way 

Redding, California 

96003 

(530)221-5509 phone 

(530)221-1777 fax 

cbfarnsworth@charter. net 

WORK EXPERIENCE 

September 2011- Boutique Air Inc 

present 

Part 135 Director of Operations for charter 

operation. 

June 2006- Shasta Flyers Aviation Inc 

September 2011 

Owner/Director of Operations/ Chief Pilot 

Shasta Flyers Aviation is a Part 135 charter 

operation. 

2001-2006 Pacific Crest Aviation 

135 Pilot 

1997-2001 Redding Aero Enterprise 

135 Pilot 

1995-1997 Iasco Flight Center 

135 Pilot 

1978-1995 California Highway Patrol 

Department Training Pilot, surveillance, speed 

enforcement, emergency transport 

Exhibit BA-7 

Page 4 of 8 

Redding, 

California 

Redding, 

California 

Big Bear City, 

California 

Redding, 

California 

Redding, 

California 

California 
TOTAL FLIGHT TIMES 

Total Flight Time 13,918.6 

Pilot in Command 13,772.6 

Day Time 13,476.3 

Night Times 308.6 

Cross Country 11,194.9 

Instrument 428.1 

CFI Day 1,141.7 

CFI Night 25.1 

Single Engine Land 10,896.5 

Multi Engine Land 3,022.1 

CERTIFICATES AND RATINGS 

Commercial Pilot #1769830 

Flight lnstructor-CFII & MEl SEL 

Clare B Farnsworth 

Director of Operations 

Pilot License # 1769830 

Exhibit BA-7 

Page 5 of 8 

Mr. Farnsworth has been involved in Part 135 operations for over 17 years and has been 

a licensed pilot for over 34 years. His career began in 1978 serving as an Officer/Pilot for 

the California Highway Patrol. His responsibilities included serving as a Department 

Training Pilot, Speed Enforcement, Emergency Transports, Surveillance and Searches. 

Mr. Farnsworth left the California Highway Patrol in 1995 to fly for Iasco Flight Center, a 

Part 135 operation in Redding, California. His responsibilities included both charter 

flights and Wild Land Fire Contracts. Mr. Farnsworth shared similar responsibilities at 

his next two companies, Redding Aero Enterprises in Redding, California and Pacific 

Crest Aviation in Big Bear City, California. In 2006 he started his own Basic Part 135 

called Shasta Flyers Aviation. His roles at Shasta Flyers Aviation were Director of 

Operations and Chief Pilot for charters, pilot instruction, and pilot for Wild Land Fire 

Contracts. He created all Operations, Training and Safety manuals from scratch, making 

sure all methods and best practices comply with FAR Part 135/119 regulations. Since 

Shasta Flyers Aviation's change of ownership and name to Boutique Air, Inc. in 2011, 

Mr. Farnsworth has continued to serve diligently as Director of Operations. 

At Boutique Air, Mr. Farnsworth's responsibilities include manual oversight and 

subsequent directing of flight operations. He also supports the creation and compliance 

of Boutique Air's operating procedures, methods and best practices with all FAR Part 

135/119 regulations. Clare B Farnsworth is a US Citizen and resides at 1686 Marigold 

Way, Redding CA. 96003. Contact number (530)941-1112. 
JACK COBERLY 

Pilot License # 2878404 

WORK EXPERIENCE 

11487 Hawley 

Exhibit BA-7 

Page 6 of 8 

Redding, California 96002 

541-968-6882 cell 

415-738-7671 fax 

jack@boutiqueair.com 

October 2011- Boutique Air Inc Redding, California 

present Chief Pilot for 135 charter operation. 

2004- Air Attack USFS/C-337 Redding, California 

October 2011 Pilot 

1990-2004 Dream Flights Springfield, Oregon 

Owner/Pilot 

1986-1990 Sky Cab Inc Scottsdale, Arizona 

Pilot 

1985-1986 Paradise Valley Av Scottsdale, Arizona 

Pilot 

1983-1985 Corporate Jets Inc Scottsdale, Arizona 

Pilot 

1981-1983 Thunderbird Academy Scottsdale, Arizona 

Pilot/Instructor 

FLIGHT RATINGS & TIMES 

Airline Transport Pilot: Airplane MEL 

Commercial: Airplane SEL, SES, MEL 

Medical Certificate: FAA Second Class 

Certified Flight Instructor: CFI, CFII, MEl 

Advance Ground Instructor 

Airframe and Power Plant Mechanic 

Garmin G1 000 Certified 

Total 7850 

PIC 7850 

Recip. 7053 

Multi-Engine 2800 

Turboprop 300 

Fit Instructor 3300 

Cross Country 3100 
EDUCATION 

Western Michigan University 

MA/Education 

Andrews University 

SA/Education 

Jack Coberly 

Chief Pilot 

Pilots License # 2878404 

Exhibit BA-7 

Page 7 of 8 

Mr. Coberly has been involved in Part 135 operations for over 29 years. His 

career began in 1983 as a VP of Operations and Corporate Pilot at Corporate 

Jets Inc., a Part 135 air carrier located in Scottsdale, Arizona. In 1985 he served 

as Director of Operations and Pilot for Paradise Valley Av, a Part 135 air carrier 

located in Scottsdale, Arizona. His responsibilities included passenger charter 

operations, maintenance logging, and flight scheduling. In 1986, Mr. Coberly 

became an owner and operator at Grand Canyon Air Tours of SkyCab Inc, a Part 

135 air carrier also located in Scottsdale, Arizona. At Grand Canyon Air Tours he 

flew charter flights for tourists and visitors to the Grand Canyon National Park. In 

1990 he started his own flight instructor operation called Dream Flights, located 

in Springfield, Oregon. Since 2004, Mr. Coberly has served as Pilot-in-Command 

for both Charter and Wild Land Fire contracts with the US Forest Service. Mr. 

Coberly has logged over 1500 hours with the USFS in California and the 

Northwest. He has flown with the ORCA and Blue Mt Teams on Type 2 fires. In 

prior projects he has been based at La Grande, Oregon for 5 years and 

Redmond, Oregon. 

Mr. Coberly became Chief Pilot for Boutique Air in September of 2011. He brings 

his experience and detail-oriented work ethic. Mr. Coberly's responsibilities at 

Boutique Air include ensuring that all air operations are conducted in compliance 

with the Act, the Regulations and the Civil Aviation Orders, establishing and 

documenting the operational standards for Boutique Air, monitoring and if 

necessary correcting operational standards. Mr. Coberly also allocates aircraft for 

use, arranges crew rosters in accordance with flight and duty time limitations, 

conducts proficiency tests, maintains up-to-date records of the qualifications of 

each pilot, and ensures compliance with loading procedures. Mr. Coberly is also 

in charge of proper compilation of loading documents, including passenger 

manifests, and managing Boutique Air's training and checking functions. Jack 

Coberly is a US Citizen and resides at 11487 Hawley Way, Redding, CA. 96002. 

Contact number (541 )968-6882. 
Exhibit BA-7 

Page 8 of 8 

STEVE HOPPES 

Airframe & Powerplant License #3504760 

21465 Black Lane 

Cottonwood, California 

96022 

530-34 7-4646 cell 

530-224-2306 fax 

steve@reddingjet.com 

WORK EXPERIENCE 

May 2007- Boutique Air, Inc. Redding, California 

Present Director of Maintenance 

1988-Present 

1986-1988 

1981-1986 

1972-1981 

A&P 19 years 

lA 12 years 

EDUCATION 

Redding Aero Enterprises Inc. Redding, California 

Partner, Director of Maintenance since 1997. 

Roche Construction Redding, California 

Carpenter, remodeling, lighting and appliance installation. 

Northstar Aviation Redding, California 

Parts Manager (1981-1983) 

Line Service Manager (1983-1986) 

Cal-Todd Aviation Redding, California 

Line Service Technician (1972-197 4) 

Parts Man & Maintenance Apprentice ( 197 4-1981) 

Central Valley High School Central Valley, California 

Director of Maintenance, Steve Hoppes. Steve has over 38 years of aircraft 

maintenance experience. In 1972 he began his professional maintenance career at CalTodd Aviation where he worked as a line service technician. He worked as a parts man 

for 7 years and also trained as maintenance apprentice. From 1981 to 1986, Steve 

worked as a Parts Manager and Line Service Manager at Northstar Aviation. From 1986 

to 1988 Steve worked as a Carpenter at Roche Construction. In 1988, he returned to 

aircraft maintenance to work for Redding Aero Enterprises Inc. At Redding Aero 

Enterprises Steve served as apprentice mechanic and parts manager. He acquired his 

A&P license in 1992, and was promoted to Director of Maintenance in 1997. Steve 

currently holds this position. 

Steve's responsibilities for Boutique Air, Inc. include performing all maintenance, or the 

outsource scheduling of all work being performed, training personnel in the company's 

policies and procedures as required, ensuring all maintenance performed on aircraft is 

accomplished in accordance with the maintenance Manuals and Operations 

Specifications in a timely and efficient manner, review "in process" and completed work 

orders for completeness and correctness, and ensuring compliance with applicable 

airworthiness directives and bulletins. Steve is a US Citizen and resides at 21465 Black 

Lane, Cottonwood, CA. 96022. Contact number (530)347-4646. 
Exhibit BA-8 

Affidavit of Safety Compliance 
Exhibit BA-8 

Page 1 of 1 

AFFIDAVIT OF SAFETY COMPLIANCE 

STATE OF CALIFORNIA 

COUNTY OF SHASTA 

Shawn C. Simpson, being duly sworn, deposes and says: 

1. That he is duly elected, qualified , and serving as President and Chief 

Executive Officer of Boutique Air, Inc. and that he is authorized to and does make this 

affidavit for it. 

2. Each aircraft owned or leased by Boutique Air, Inc. has been certified by 

the Federal Aviation Administration ("FAA") and currently complies with the FAA's safety 

standards under Part 135 as well as the noise standards of Part 36 of the Federal 

Aviation Regulations. 

pson 

President and Chief Executive Officer 

Boutique Air, Inc. 

It? J--; JAn Subscribed and sworn to before me this .l..k_ day of_, __ -=-vv-=--~-=--· 2012. 

My Commission Expires: 2 -1-l..al b 
Exhibit BA-9 

Historical Financial Statements 
Operating Income: 

Broker Fee 

Refunds-Allowances 

Lease income 

Total Operating Income 

Expenses: 

Aircraft expenses 

Bank charges and fees 

Computers/Servers 

Data 

Dues & subscriptions 

Insurance - liability 

Legal and professional fees 

License expenses 

Meals and entertainment 

Merchant fees 

Office expenses 

Promotional 

Recruiting 

Lease 

Reservation system 

Shipping expenses 

Staff 

Taxes and Licenses 

Telecom 

Travel 

Total Expenses 

Other income (expenses) 

Net Income (loss) 

OPEN TRIP, INC. 

Statement of Operations 

2009 

0.00 

0.00 

.Q..QQ 

0.00 

0.00 

2,715.60 

0.00 

0.00 

4,337.85 

0.00 

1,452.00 

106.95 

2,005.01 

0.00 

4,246.48 

225.00 

1,650.00 

22,642.64 

26,250.00 

0.00 

42,054.71 

0.00 

1,153.93 

2.747.02 

111,587.19 

.Q..QQ 

(111,587.19) 

Open Trip, Inc. 

Accrual Basis 

Year ended December 31, 

2010 2011 

0.00 2,100.00 

1,671.49 1,733.11 

4.500.00 0.00 

6,171.49 3,833.11 

0.00 1,621.84 

816.65 1,589.80 

226.00 20,303.59 

0.00 26,891.07 

35,765.30 37,084.73 

3,127.00 8,940.00 

750.00 11,108.86 

0.00 1,317.00 

2,325.06 2,568.04 

0.00 (838.57) 

19,502.97 10,562.96 

582.00 779.18 

7,875.00 12,900.00 

66,136.78 40,871.95 

330.34 1,827.36 

56.29 1,032.65 

189,510.07 288,137.13 

161.19 3,316.13 

10,691.36 302.38 

16.021.65 4.841.59 

353,877.66 475,157.69 

(288.06) 2.18 

(347,994.23) (471,322.40) 
Ordinary Income: 

Broker Fee 

Refunds-Allowances 

Lease income 

Total Ordinary Income 

Expense: 

Bank charges and fees 

Computers/Servers 

Data 

Dues & subscriptions 

Insurance - liability 

Legal and professional fees 

License expense 

Meals and entertainment 

Merchant fees 

Office expenses 

Promotional 

Lease 

Reservation system 

Shipping expense 

Staff 

Taxes and Licenses 

Telecom 

Total Expenses 

Other income (expenses) 

Net Income 

OPEN TRIP, INC. 

Statement of Operations 

Jan-Jun 2012 

0.00 

0.00 

0.00 

0.00 

1,063.74 

3,402.50 

14,524.59 

13,357.21 

3,391.00 

465.00 

2,640.61 

1,280.63 

109.95 

2,295.64 

586.55 

12,400.00 

675.00 

1,298.84 

97,582.22 

1,600.00 

419.83 

157,093.31 

(3.51) 

(157,096.82) 

Open Trip, Inc. 

Accrual Basis 
Current Assets 

Checking/Savings 

Total Current Assets 

Fixed Assets 

Furniture and fixtures 

Computers and equipment 

Total Fixed Assets 

Other assets 

Investment in Boutique Air, Inc. 

Total Other Assets 

Total Assets 

Liabilities and Equity 

Liabilities 

Non-current Liabilities 

Convertible notes SS 

Total Liabilities 

Equity 

Common Stock 

Retained earnings 

Net Income (loss) 

Total Equity 

Total Liabilities and Equity 

Open Trip, Inc. 

Balance Sheet 

As of June 30, 2012 

401,074.14 

401,074.14 

1,832.30 

8,625.89 

10,458.19 

169,598.45 

169,598.45 

581,130.78 

1,250,100.00 

1,250,100.00 

419,031.42 

(930,903.82) 

(157,096.82) 

(668,969.22) 

581,130.78 
Boutique Air, Inc. 

Accrual Basis 

BOUTIQUE AIR, INC. 

Statement of Operations 

Year ended December 31, 

2009 2010 2011 

Operating Revenue: 

Air attack services 241,184.10 66,734.80 93,649.92 

On-demand operations 0.00 2,379.60 0.00 

Commuter operations 

Total operating revenue 241,184.10 69,114.40 93,649.92 

Operating Expense: 

Flying operations (except fuel and oil) 9,834.02 4,984.42 18,732.94 

Fuel and oil 47,071.69 12,550.30 17,196.39 

Maintenance 83,641.89 26,840.07 23,533.20 

General and administrative 44,721.01 5,323.95 3,836.83 

Depreciation and amortization 28,500.46 22,691.99 6,175.31 

Transport related expense 564.50 0.00 524.77 

Property and corporate tax 1,479.31 1,196.00 632.26 

Total operating expense 215,812.88 73,586.73 70,631.70 

Operating Income (loss): 25,371.22 (4,472.33) 23,018.22 

Non-operating expense 10,381.18 7,570.25 0.00 

Net Income (loss): 14,990.04 (12,042.58) 23,018.22 
BOUTIQUE AIR, INC. 

Statement of Operations 

Operating Revenue: 

Air attack services 

On-demand operations 

Commuter operations 

Total operating revenue 

Operating Expense: 

Flying operations (except fuel and oil) 

Fuel and Oil 

Maintenance 

General and administrative 

Depreciation and Amortization 

Transport-related expense 

Property and corporate taxes 

Total operating expense 

Operating Income (loss): 

Non-operating expense 

Net Income (loss): 

Jan-Jun 2012 

0.00 

0.00 

0.00 

10,287.24 

2,108.90 

3,250.57 

5,766.90 

0.00 

6,737.21 

0.00 

28,150.82 

(28,150.82) 

0.00 

(28,150.82) 

Boutique Air, Inc. 

Accrual Basis 
Assets: 

Current Assets 

Checking/Savings 

Total Current Assets 

Fixed Assets 

Equipement- Airplane (N2337) 

Total Fixed Assets 

Total Assets 

Liabilities and Equity: 

Liabilities 

Current Liability 

Total Liabilities 

Equity 

Common stock 

Retained earnings 

Net Income (loss) 

Total Equity 

Total Liabilities and Equity 

Boutique Air, Inc. 

Balance Sheet 

As of June 30,2012 

609,324.80 

609,324.80 

150,000.00 

150,000.00 

759,324.80 

0.00 

0.00 

746,073.47 

41,402.15 

(28, 150.82) 

759,324.80 

759,324.80 
Footnotes to the financial statements 

The accompanying financial statements were prepared in accordance with Generally Accepted 

Accounting Principles by Jennifer Frank, an independent Bookkeeping & Forensic Accounting consultant 

contracted by Boutique Air, Inc. Mrs Frank has been providing bookkeeping services to San Francisco 

Bay area companies for the past 17 years. 
Exhibit BA-1 0 

Financial Statements and Forecasts 

Start-up Costs 
Start Up Costs 

In order to start operating, Boutique Air will: 

• Add the PC-12 registered as N471SS leased by Targaryen on its certificate. 

• Update its Manuals (Training manual, General Operations Manual), and MEL to reflect the 

addition of the new aircraft type to its certificate and the commuter operations. 

• Lease hangar space at the base airport for the aircraft. 

• Recruit pilots and train them according to the updated training manual. Training will likely involve 

ground training as well as flight training in the leased Pilatus. 

In light of these contingencies, Boutique Air anticipates the following costs to be incurred prior to the start 

of operations under the commuter authority: 

Update the manuals ............................................... . 

Training manual (for new airplane, new operation) 

PC-12 MEL 

General Operations Manual 

$10,000.00 

Add pilots to the certificate:..................................... $21,100.00 

recruiting .......................................................................... $2,000 

training 

travel + lodging ........................................................... .. $2,100 : $700 * 3 pilots 

$5,000 : 80 hours * 3 pilots 

$12,000: $800 * 5 hrs * 3 pilots 

classroom time ............................................................ . 

flight training .............................................................. . 

Hangar ................................................................. .. $2,500.00 

Maintenance and scheduling software: .................... $5,000.00 

Aircraft Lease Agreement............................................. Boutique Air does not require up-front payment 

for the aircraft it is leasing. Payment for leasing will 

commence when operations begin. 

Insurance................................................................. Insurance will be paid on a monthly basis when 

the aircraft is leased 

Personnel salaries..................................................... $40,000.00 

Boutique Air anticipates there will be limited 

additional staff needed beyond existing 

personnel during ramp up time, but is budgeting 

$30,000 as a contingency. 

All other costs are already being incurred by Boutique Air in its current Air Attack and Air charter 

operations. 

Total Start Up Costs.................................................. $78,600.00 
Exhibit BA-11 

Financial Statements and Forecasts 

Assumptions for Forecast Financial Statements 
Assumptions for Forecast Financial Statements 

The following forecast financial statements are based on Boutique Air's service proposal of one week day roundtrip between Redding, CA (RDD) and Oakland, CA (OAK) for the first year of operations, i.e. from January 2013 

through December 2013. 

The following cost estimates are based on data from Conklin & de Decker, Aviation Week 2010 Operations 

Planning guide, as well as data points from PC-12 operators and maintenance centers. 

Forecast operating departures and block hours (BH): 

1 hour 6 minutes average block time for RDD-OAK for a stage length of 167 NM (nautical miles) 

Two flights a day for 261 weekdays in 2013: 

522 scheduled departures: 574 BH 

96% completion rate: 

501 departures: 551 BH 83,667 revenue NM 

Variable Costs (by block hours): 

Fuel 

PC-12/47 fuel average 

Current fuel retail at RDD and OAK 

Total hourly fuel cost 

65 

$5.16 

USG/BH 

IUSG 

$335.4 /BH 

Lubricant $6.71 /BH 

Maintenance 

Regular Maintenance 

Labor cost 

Parts 

$92.95 /BH 

$73.64 /BH 

Engine Reserve (Overhaul/Inspection, paid to the lessor) 

Time Between Overhaul (TBO) Engine 3,500 BH 

Time between Hot Section Inspection 1,750 BH 

Engine Overhaul Cost ($322,700) $92.20 /BH 

Hot section Inspection ($16,500) $9.43 /BH 

Total engine reserve: $101.63/BH 

Total hourly maintenance cost $268.22/BH 

Total variable hourly cost $610.33/BH 
Fixed Cost (by year): 

Aircraft Lease 

Insurance 

Interior ($59,800 every 5 years) 

Pain ($30,254 every 5 years) 

Modernization ($21 ,264 every 5 years) 

Hangar (month to month) 

Pilots salaries (2 pilots) 

Pilots recurrent training 

Total Fixed Cost 

Total yearly BH 

Total Variable Cost (551 BHNear) 

Total Fixed Cost 

Total Yearly Cost 

BH: Block Hour 

USG: US Gallon 

551 BH 

$336,291 Near 

$396,764 Near 

$733.055 Near 

$240,000 IY ear 

$16,500 /Year 

$11,960 /Year 

$6,051 IY ear 

$4,253 IY ear 

$20,000 IY ear 

$90,000 IY ear 

$8,000 IY ear 

$396,764 /Year 
Revenue Forecast 

Boutique Air is proposing to operate one weekday round-trip between Redding, CA (ROD) and Oakland, 

CA (OAK), using one Pilatus PC-12 with a seating capacity of 9 passengers. Traffic forecast for the first 

year of the proposed operation are are presented below: 

Expected load factor: 

• Low traffic season is January 1st through March 31st (64 weekdays in 2013), and October 1st 

through November 30th (44 weekdays in 2013). That is 108 low traffic weekdays. 

• High traffic season is April 1st through September 30th (131 weekdays in 2013), and December 

1st through December 31st (22 weekdays in 2013). That is a 153 high traffic weekdays. 

Low season : 65% LF at an average fare of $280 -> 5.85 pax per flight 

High season: 75% LF at an average fare of $290-> 6.75 pax per flight 

As referred to in the assumptions for forecast financial statements, Boutique Air, Inc. is expecting a 

completing rate of 96%, hence a number of flights lower than double the number of weekdays in the 

following forecast tables. 

Revenue forecast- first year of proposed operation: 

Season 

Low 

High 

Load factor 

65% 

75% 

Pax/flight 

5.85 

6.75 

Weekdays Flights 

108 206 

153 295 

Revenue forecast - Breakdown by quarter: 

Pax 

1205.1 

1991.25 

Fare 

$280 

$290 

TOTAL: 

Gross revenue 

$337,428.00 

$577.462.50 

$914,890.50 

The forecast costs and revenues associated with Boutique Air, Inc. current on-demand and air attack 

operations are averages based on past years of operations. It should be noted that the Air Attack 

operation is seasonal and that revenues for these operations are forecast to occur entirely during the 

summer (3rd quarter). The breakdown of revenue by quarter is based on the number of operating days 

(weekdays) during each quarter: 

• 2013 1st Quarter: 

• 2013 2nd Quarter: 

• 2013 3rd Quarter: 

• 2013 4th Quarter: 

Total: 

64 operating days in low season 

65 operating days in high season 

66 operating days in high season 

44 operating days in low season and 22 operating days in high season 

261 operating days in 2013 

Quarter Pax/flight Flights Pax Fare Gross revenue 

2013 Q1 5.85 122 713.70 $280 $199,836.00 

2013 Q2 6.75 125 843.75 $290 $244,687.50 

2013 Q3 6.75 128 864.00 $290 $250,560.00 

2013 Oct-Nov 5.85 84 491.40 $280 $137,592.00 

2013 Dec 6.75 42 283.50 $290 ~Q!22.2l~.QQ 

TOTAL: $914,890.50 
Exhibit BA-12 

Financial Statements and Forecasts 

Forecast Balance Sheet--First Year 
Assets: 

Current Assets 

Checking/Savings 

Total Current Assets 

Fixed Assets 

Boutique Air, Inc. 

Forecast Balance Sheet 

As of December 31, 2013 

Equipement- Airplane (N2337) 

Total Fixed Assets 

Total Assets 

Liabilities and Equity: 

Liabilities 

Current Liability 

Total Liabilities 

Equity 

Common stock 

Retained earnings 

Net Income (loss) 

Total Equity 

Total Liabilities and Equity 

729,545.78 

729,545.78 

150,000.00 

150,000.00 

879,545.78 

0.00 

0.00 

746,073.47 

(65,348.67) 

198,820.98 

879,545.78 

879,545.78 
Exhibit BA-13 

Financial Statements and Forecasts 

Forecast Income Statement--First Year 
BOUTIQUE AIR, INC. 

First Year Forecast Statement of Operations 

Forecast - Combined operations 

2ill...l.Ql 2Qll.Q2. 2Q.1.lill ~ 2013 (fuJI vear) 

Operating Revenue 

Air Attack Services $0.00 $0.00 $133,856.27 $0.00 $133,856.27 

On-demand Operations $198.30 $198.30 $198.30 $198.30 $793.20 

Commuter Operations $199,836.00 $244,687.50 $250,560.00 $219,807.00 $914,890.50 

Total Operating Revenue $200,034.30 $244,885.80 $384,614.57 $220,005.30 $1,049,539.97 

Operating Expense: 

Flying operations (except fuel and oil) $100,033.18 $101,596.19 $103,159.21 $103,159.21 $407,947.79 

Fuel and Oil $52,501.76 $53,322.10 $54,142.44 $54,142.44 $214,108.74 

Maintenance $47,193.49 $47,930.89 $48,668.28 $48,668.28 $192,460.94 

General and administrative $6,856.24 $6,963.37 $7,070.50 $7,070.50 $27,960.60 

Depreciation and Amortization $1,514.25 $1,537.91 $1,561.57 $1,561.57 $6,175.31 

Transport-related expense $89.03 $90.42 $91.82 $91.82 $363.09 

Property and corporate taxes $417.48 $424.00 $430.52 $430.52 $1,702.52 

Total Operating Expense $208,605.42 $211,864.88 $215,124.34 $215,124.34 $850,718.99 

Operating profit (loss) ($8,571.12) $33,020.92 $169,490.23 $4,880.96 $198,820.98 

Non operating expenses 

Net Income (Joss) ($8,571.12) $33,020.92 $169,490.23 $4,880.96 $198,820.98 
BOUTIQUE AIR, INC. 

First Year Forecast Statement of Operations 

Forecast - Commuter Operation 

2Q!l.Ql 2Q..U.Q2 2QJ..l.m. 2Qll..Q:!. 2013 (full vear) 

Operating Revenue 

Air Attack Services 

On-demand Operations 

Commuter Operations $199,836.00 $244,687.50 $250,560.00 $219,807.00 $914,890.50 

Total Operating Revenue $199,836.00 $244,687.50 $250,560.00 $219,807.00 $914,890.50 

Operating Expense: 

Flying operations (except fuel and oil) $97,290.79 $98,810.96 $100,331.13 $100,331.13 $396,764.00 

Fuel and Oil $46,222.86 $46,945.09 $47,667.33 $47,667.33 $188,502.61 

Maintenance $36,239.50 $36,805.74 $37,371.99 $37,371.99 $147,789.22 

General and administrative $2,452.11 $2,490.42 $2,528.74 $2,528.74 $10,000.00 

Depreciation and Amortization $0.00 $0.00 $0.00 $0.00 $0.00 

Transport-related expense $0.00 $0.00 $0.00 $0.00 $0.00 

Property and corporate taxes $147.13 $149.43 $151.72 $151.72 $600.00 

Total Operating Expense $182,352.39 $185,201.64 $188,050.90 $188,050.90 $743,655.83 

Operating profit (loss) $17,483.61 $59,485.86 $62,509.10 $31,756.10 $171,234.67 

Non operating expenses 

Net Income (loss) $17,483.61 $59,485.86 $62,509.10 $31,756.10 $171,234.67 
BOUTIQUE AIR, INC. 

First Year Forecast Statement of Operations 

Forecast- On-demand and Air Attack Operation 

2Qll.Q.l lQ.11..Q2. 2Qll.Ql 2.Q..U.Qi 2013 (full vear) 

Operating Revenue 

Air Attack Services $0.00 $0.00 $133,856.27 $0.00 $133,856.27 

On-demand Operations $198.30 $198.30 $198.30 $198.30 $793.20 

Commuter Operations 

Total Operating Revenue $198.30 $198.30 $134,054.57 $198.30 $134,649.47 

Operating Expense: 

Flying operations (except fuel and oil) $2,742.39 $2,785.24 $2,828.09 $2,828.09 $11,183.79 

Fuel and Oil $6,278.90 $6,377.00 $6,475.11 $6,475.11 $25,606.13 

Maintenance $10,953.98 $11,125.14 $11,296.30 $11,296.30 $44,671.72 

General and administrative $4,404.13 $4,472.95 $4,541.76 $4,541.76 $17,960.60 

Depreciation and Amortization $1,514.25 $1,537.91 $1,561.57 $1,561.57 $6,175.31 

Transport-related expense $89.03 $90.42 $91.82 $91.82 $363.09 

Property and corporate taxes $270.35 $274.57 $278.80 $278.80 $1,102.52 

Total Operating Expense $26,253.04 $26,663.24 $27,073.44 $27,073.44 $107,063.16 

Operating profit (loss) -$26,054.74 -$26,464.94 $106,981.13 -$26,875.14 $27,586.31 

Non operating expenses 

Net Income (loss) -$26,054.74 -$26,464.94 $106,981.13 -$26,875.14 $27,586.31 
Exhibit BA-14 

Certification 
Certification 

Pursuant to Title 18 United States Code section 1001, I Shawn C. Simpson, in 

my individual capacity and as the authorized representative of the applicant, 

have not in any manner knowingly and willingly falsified, concealed or covered up 

any material fact or made any false, fictitious, 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 that an 

individual who is found to have violated the provisions of 18 U.S.C section 1001 

shall be fined not more than $10,000 or imprisoned not more than five years, or 

both. 

Date: 
Exhibit BA-15 

Verification of Available Funds 
Bank of America 

0 ~ 

June 29, 2012 

RE: Proof of Funds Letter/ Boutique Air, Inc. 

To Whom It May Concern: 

This letter is to provide proof of funds for the below referenced business. 

Boutique Air, Inc. 

340 Pine St., Suite 503 

San Francisco, CA 94104 

Deposit account: xxxx2640 Account balance: $609,324.80 

This client is in good standing. All balances noted as end of business June 29, 2012. 

Sinyrely, r.. • . . H 

Jenni 

~A~~ r Bel~h:r. Strta I Business Banking 

Assistant Vice-President 

Client Manager 
Bank of America 

0 'fc: 

June 29,2012 

RE: Proof of Funds Letter/ Open Trip, Inc. 

To Whom It May Concern: 

This letter is to provide proof of funds for the below referenced business. 

Open Trip, Inc. 

340 Pine St., Suite 503 

San Francisco, CA 94104 

Deposit account: xxxx3246 Account balance: $401,074.14 

This client is in good standing. All balances noted as end of business June 29, 2012. 

Sincerely, 

Jen~~l er 

Small Business Banking 

Assistant Vice-President 

Client Manager 
Exhibit BA-16 

Letter of Intent For Aircraft Lease Agreement 
TARGARYEN, LLC. 

LETTER OF INTENT FOR AIRCRAFT LEASE AGREEMENT 

June 1, 2012 

BA-16 

Page 2 of 3 

Targaryen, LLC, an aircraft leasing company, intends to lease its aircraft, a Pilatus PC-12/47, Serial No, 

739, Registration No. N471SS to Boutique Air, Inc., a Part 135 air carrier located in Redding, California 

under the following terms and conditions: 

1. Lease of Aircraft. Subject to availability as described below, and in consideration of the rent to be 

charged as set out below, Targaryen LLC will agree to lease the Aircraft to Boutique Air, Inc .. 

together with all equipment and accessories installed in or appurtenant to the Aircraft which may 

be at any time attached or added thereto by or with the consent ofTargaryen LLC. 

2. Term. The Lease shall commence on January 1 '', 2013 and shall continue for a minimum of one 

year with an option to renew for two additional one year terms. The lease may be terminated under 

mutual agreement by both parties. 

3. Rent. The rent payable by Boutique Air, Inc. to Targaryen LLC shall begin at a rate of $20,000 

per month. Rent shall be due monthly within 10 days of presentation of an invoice to Boutique 

Air, Inc. In addition to the monthly rent described in the previous sentence, Boutique Air, Inc. will 

be responsible for all fuel costs, any landing fees, Airport usage fees, overnight parking fees or 

hangar charges incurred while the Aircraft is in Boutique Air, Inc.'s possession. Targaryen LLC 

proposes a maximum aircraft usage of 60 hours per· month. If Boutique Air exceeds the 60-hour 

limit, Boutique Air, Inc. will pay Targaryen LLC a $200 per hour fee for each additional hour. 

4. Maintenance and Repair. Targaryen LLC shall, at its own cost and expense, repair and maintain 

the Aircraft so as to keep it in good operating condition. Notwithstanding the foregoing, however, 

any damage to the Aircraft or repair made necessary to the Aircraft which is caused by any 

negligence or misuse by Boutique Air, Inc. shall be the responsibility of Boutique Air, Inc. 

Boutique Air, Inc. specifically agrees to keep the Aircraft in a hangar during the time the Aircraft 

is in Boutique Air's possession and weather conditions indicate this is necessary and, further 

provided, that the hangar space is available. Boutique Air, Inc. shall return the Aircraft to 

Targaryen LLC in reasonably clean condition following each usage by Boutique Air, Inc. 

5. Modification. Boutique Air, Inc. shall not have the right to alter, modify or make additions or 

improvements to the aircraft without written permission from Targaryen, LLC. All such 

altercations, modifications, additions and improvements as are so made shall become the property 

ofTargaryen LLC and shall be subject to all the terms of the Agreement. In the event that repair or 

maintenance to the Aircraft is required on an emergency basis during the time that the Aircraft is 

in the possession of the Boutique Air, Inc., Boutique Air, Inc. shall be entitled to make such 

repairs or conduct such maintenance as is necessary to make the Aircraft safe and airworthy. 

Provided that such repair or maintenance is not the responsibility of Boutique Air, Inc. pursuant to 

the second sentence of paragraph 4 above, Targaryen LLC shall reimburse Boutique Air, Inc. for 

such repairs upon presentation of invoices or other proper documentation. 

6. Pilot. The Aircraft shall be flown only by licensed and qualified pilots that are either (i) identified 

sufficiently in advance that they may be named on Targaryen LLC's insurance policy, or (ii) that 

meet the open pilot qualification criteria as specified by Targaryen LLC's insurance carrier. 

7. Release/Indemnification 

a. The parties acknowledge and agree that Targaryen LLC is not a manufacturer or engaged 

in the sale or distribution of the Aircraft. It is further acknowledged that Targaryen LLC 

makes no representations, promises, statements, or warranties, expressed or implied, with 

respect to the merchantability, suitability, or fitness of the Aircraft for Boutique Air, 

Inc.'s purposes or otherwise. Boutique Air agrees that Targaryen LLC shall not be liable 

to Boutique Air, Inc. for any loss, claim, demand, liability, cost, damage or expense of 

any kind, caused or alleged to be caused directly or indirectly by the Aircraft, or by any 
BA-16 

Page 3 of 3 

inadequacy thereof for the purpose of or any use of, or any defect therein, or any delay in 

providing, or failure to provide the same, or any interpretation or loss of service or use 

thereof, or any loss of business, or damage whatever and however caused as a result of 

the lease of the Aircraft. 

b. Boutique Air, Inc. agrees to indemnifY Targaryen LLC from and against any loss, claim, 

demand, liability, cost, damage, or expense of any kind, caused or alleged to be caused 

directly or indirectly by the Aircraft, Boutique Air, Inc.'s use thereof, or Targaryen 

LLC's lease of the Aircraft to Boutique Air, Inc. This indemnification shall specifically 

apply to attorneys' fees incurred by Boutique Air, Inc. in connection with any such loss, 

claim, demand, liability, cost, damage or expense. 

8. Title. The registration of and title to the Aircraft shall be in the name of the Targaryen, LLC and 

the Aircraft, at all times during the term of this Agreement, shall bear United States registration 

markings. 

9. Taxes. Targaryen LLC shall pay or cause to be paid all taxes incurred by reason of ownership of 

the Aircraft during the term of the Agreement, including personal property taxes. Boutique Air, 

Inc. shall pay all operating taxes, fees, and charges, including gasoline sales tax and any tax or fee 

assessed or charged for the use of any airport or facilities or for the use of premise occupied in any 

forced landings. 

10. Assignment. Boutique Air, Inc. shall not assign the Lease or any interest in the Aircraft or sublet 

the Aircraft without the prior written consent of Targaryen, LLC which may be withheld for any 

reason whatever. Subject to the foregoing, the Lease inures to the benefit of, and is binding on, the 

successors and assigns of the parties. 

Title Director of Leasing 

Title CEO