### BEFORETHE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of ) ) Menagerie Enterprises, Inc. d/b/a ) DOCKET MonarchAir ) ) For authorityto conduct scheduled ) Passengeroperations as a commuterair ) Carrierunder49 U.S.C. 41738 )

APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/A MONARCHAIR

Communications with respect to this document should be sentto:

November7, 2014 RebeccaB. MacPherson Jones Day 51 LouisianaAve., NW Washington, DC 20001 Telephone: 202-879-3939 Fax: 202-626-1700 Email: rmacpherson@jonesday.com

### BEFORETHE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C. Application of Menagerie Enterprises, Inc. d/b/a Monarch Air For authority to conduct scheduled Passenger operations as a commuter air Carrierunder49 U.S.C. 41738 ) 

### ) ) ) ) ) ) ) 

### DOCKET

APPLICATION OF MENAGERIE ENTERPRISES, INC. D/B/A MONARCHAIR Menagerie Enterprises, Inc. d/b/aMonarch Air1

### submitsthis application for authority to operate scheduledpassenger service as a commuter air carrierunder section41738 oftitle 49 ofthe United States Code ("the Statute").
In support ofits application Menagerie Enterprises, Inc. d/b/a Monarch Air states the following: Applicant is a sub-chapter Scorporation organized on August 24, 1984 underthe laws ofthe State ofTexas. Its address, telephone and fax numbers, and email are: Menagerie Enterprises, Inc. d/b/a Monarch Air 4580 Claire Chennault St. Addison, Texas 75001 Telephone: 972-931-0345 Fax: 972-931-0450 Email: tsawtelle@monarchair.com Menagerie Enterprises, Inc. is a citizen ofthe United States as defined in section40102(a) (15) ofthe Statute. MenagerieEnterprises, Inc. is wholly ownedby Raymond Sawtelle, a citizen of the United States. All directors, officers and key personnel are citizens ofthe United States.

1Forpurposes ofthis application, the name Menagerie Enterprises, Inc. is used when referringto the status offinancial assets, liabilities and conditions; the name Monarch Air is used when describing the operations ofthe company as a part 135 air carrier.

### Applicant commenced operations on June 23, 1986 as a flight school, aircraftrental facility and retail pilot shop. On August 18, 1988, the FAA issued Monarch Air air carrier certificateNo. MNGA501G, authorizing itto conduct on-demand airplane operations (passenger and cargo) under 14 C.F.R. part 135. Presently, MonarchAir operates as an on-demand passenger air carrier, flight school, aircraft rental facility, retail pilot shop, aircraft and aircraftpart sales facility, aircraft management company and aircraftmaintenance facility (air agency certificate No. MNGR501G). Applicant requests authority to engage in scheduled passenger operations as a commuter air carrier and proposesto provide scheduled service exclusively to members ofa newly established membership club, Rise. Based upon Rise member demand, Monarch Air will operate flights initially between Dallas, Texas and Houston, Texas and between Dallas, Texas and Austin, Texas. The number ofscheduled operations will be dictated by memberdemand, although at withinthe first yearofoperations least four daily roundtrip flights between Dallas and Houston and two daily roundtrip flights between Dallas and Austin are contemplated. In addition, based on member demand, applicant may expand operations to include the San Antonio and Midland markets in Texas and the Oklahoma City and Tulsamarkets in Oklahoma. Applicant will purchase three King Air 350 aircraft to support the commuter operations. Each aircraft will seat nine passengers. Monarch Air will use its existing aircraft, as needed, in the event one or more ofthe newKing Air are unavailable because ofmaintenance. These aircraft consist oftwo Beech King Air B200s (7 passengers), one Beech King Air B300 (7 passengers), one Cessna 525 (6 passengers), one Westwind 1124 (8 passengers), one Westwind 1124A (8 passengers) and one Learjet 31 (7 passengers). Information in support ofthe applicant's fitness to conduct the proposed air transportation operations is contained in the Appendix and the Exhibits to the Appendix. The contents ofthis application and the attached Appendix and Exhibits are true and correct to the best ofmy knowledge and belief. Pursuant to Title 18 United States Code section 1001, I Trey Sawtelle, in my individual capacity and as the authorizedrepresentative ofthe Menagerie Enterprises, Inc. d/b/a/Monarch Air, have not in any mannerknowingly and willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, orfraudulent statement orknowingly used any documents which contain such statements in connection with the preparation, filing orprosecution ofthe application. Iunderstand that an individual who is found to haveviolated the provisions of 18 U.S.C. §1001 shall be fined or imprisoned not more than five years, orboth.

Attachments: Appendix with exhibits Certificate ofService Motion for Confidential Treatment ofDocuments

2 

### Submitted by,

Trey Sawtelle, President

### Appendix Filing ofMenagerieEnterprises, Inc. d/b/a Monarch Air in accordance with 14 C.F.R. 204.3 

### (a) The name, address, andtelephone number of the applicant. MenagerieEnterprises, Inc. d/b/aMonarch Air 4580 Claire Chennault St. Addison, Texas 75001 Telephone: 972-931-0345 Fax: 972-931-0450 Email: tsawtelle@monarchair.com (b) 

### Theform of the applicant'sorganization. Sub-chapter S corporation (c) The States law(s) underwhich the applicant is organized. Texas (d) 

# If the applicant is a corporation, a statementprovidedby the Office of the Secretary of State, or otheragent of the State in which the applicant is incorporated, certifYing that the applicant's corporation is in goodstanding. Please see a copy ofthe Certificate ofFact, issuedbyNanditaBerry, Secretary ofthe State ofTexas, on October 15,2014,certifying that Menagerie Enterprises, Inc. is in good standing, at Exhibit 1. (e) A sworn affidavitstating that the applicant is a citizen of the UnitedStates. Please see affidavit ofRaymond F. (Trey) Sawtelle III, 1

### president ofMenagerie Enterprises, Inc. d/b/aMonarchAir, at Exhibit 2. (f) 

### The identity of keypersonnelwho wouldbe employedbythe applicant, including: (I) Their names andaddresses; Trey Sawtelle 4314 Indian Creek Drive Frisco, Texas 75034 972-896-6150 Robert Johnson 13927 Pyramid Dallas, Texas 75234 214-213-2531

1In the remainder ofthis document, Mr. Sawtelle is referredto as "Trey"to readily distinguish him from his father and to reflect his signature. However, his formal name is listed on all documents on file with the FAA.

### ShaunBraley 10024 Bradford Grove Drive Frisco, Texas 75035 214-729-5874 (2) The experience, expertise, andresponsibilities of each; Trey Sawtelle- Sawtellehas beenthe chiefpilot2 

### atMonarch Air since 1991. He was namedpresident ofthe company in 2002 and director ofoperations in 2009. Priortojoining Monarch Air full-time, Sawtelle worked for American Airlines as a flight engineerand first officerin line operations conductedunder 14 C.P.R. part 121 for approximately 9years and as line captain and check airman for Express One International for approximatelytwo years before joiningAmericanAirlines. Sawtellepossesses an FAA-issued ATP certificate (#2639057) and holds type ratings as a captainfor the B-727, B-737, CE-500, and BE-300. He has over 11,000 flight hours. Sawtelle'sresume is attached as Exhibit 3. Robert Johnson- Johnson has been director ofmaintenance at MonarchAir since 2001, where he is responsible for overall operation ofthe aircraftmaintenance department. He also currently acts as MonarchAir's chiefinspector. PriortojoiningMonarch Air, Johnson was president ofADS Aircraft Services, Inc. for approximately 14 years. He has held an FAA-issued A&P certificate (#2886186) since 1979. Johnson's resume is attached as Exhibit4. ShaunBraley- Braleyholds ATP (#2706157), CFI-A and CFI-I certificates issuedbythe FAA. He is type-rated onthe WestwindJet (IA-1124) and King Air 300/350 (BE-300, BEB300). Hehas over 3,800 flight hours, over 2,100 as PIC, and is part 135 current. Braleyhas worked at Monarch Air, Inc. as apilot since 2006, having served as the assistant chiefpilot since 2010. As assistant chiefpilot, he is responsible for maintainingrecords requiredby 14 C.P.R. part 135, as well as revisions to the minimum equipments lists, operations specifications and checklists. He also performs othermanagerial duties relatedto flight operations. Braley's resume is attached as Exhibit 5. (3) The number of shares oftheapplicant'svotingstockheldbyeach andthepercentage of the totalnumber of such shares issuedandoutstanding, andthe citizenship and principal business of anyperson for whose account, 

## if other than the holder, such interest is held. Trey Sawtelle-None. Robert Johnson-None. ShaunBraley- None.

2 

### Sawtelle meets the qualifications for director ofoperations and chiefpilot set forth in 14 C.F.R. §§119.65 and 119.67, and Johnson and Braleymeetthe requirements ofthese sections for director ofmaintenance, chiefinspector and chiefpilot. Monarch Air does notpresently have a director ofsafety. However, §§119.65 and 119.67 only applyto operations are conducted underpart 121. The flights Monarch Air currently conducts or intendsto conduct as a commuter operatoris covered bypart 135.

2

### (4) The citizenship of each; 

### Trey Sawtelle- United States RobertJohnson- United States ShaunBraley- United States (5) A description ofthe officerships, directorships, shares of stock (if10percentormore of totalvotingstockoutstanding), andother interests each holds orhas heldin anyair carrier, foreign air carrier, common carrier,personsubstantially engagedin the business of aeronautics orpersons whoseprincipalbusiness (inpurpose or fact) is the holdingof stockin or control of anyair carrier, common carrier orpersonsubstantially engaged in the business of aeronautics. 

### Trey Sawtelle- director ofMenagerie Enterprises, Inc. from 2002 to present; president of Menagerie Enterprises, Inc. from 2002to present; manager ofMenagerie Enterprises Management, LLC 2006 to present; vice-president ofTrey Aviation, Inc. 1995 to present. Robert Johnson- president ofADS Aircraft Services, Inc. from 1987 to 2001 ShaunBraley

-- none (g) A listof allpersons havinga substantial interesl in the applicant. Such listshall include: (1) Eachperson'sname, address andcitizenship; 

### Raymond Sawtelle- director ofMenagerie Enterprises, Inc., United States citizen, resides at 1775 CR 1215, Savoy, Texas 75479 Sheila Sawtelle

-- director ofMenagerie Enterprises, Inc., United States citizen, resides at 1775 CR 1215, Savoy, Texas 75479 Trey Sawtelle-- director ofMenagerie Enterprises, Inc., United States citizen, resides at 4314 Indian CreekDrive, Frisco, Texas 75034 (2) the number of shares of the applicant'svotingstockheldbyeach suchpersonandthe correspondingpercentage of the totalnumber of such shares issuedandoutstanding, andthe citizenshipand principalbusiness of anyperson for whose account, if other than the holder, such interest is held; 

### Raymond Sawtelle- 1 00% ofall authorized, issued and outstanding stock.4 

### Sheila Sawtelle-None. Trey Sawtelle-None.

3 

### Nick Kennedy, the owner ofRise, could be consideredto have a substantial interest in Monarch Air for the limited purpose ofdetermining citizenship since Monarch Air's arrangement with Rise is that Rise will pre-paythe monthly operating expenses oftheoperations Monarch Air will conduct on behalfofRise's members. In this regard, one could conclude that Kennedy, ifa foreign citizen, could exert impermissible influence on those operations. Since Kennedy is aU.S. citizen, such concerns are not applicable here. 4 

### All stock is common stock.

3

### (3) 

## if two ormorepersons holdingasubstantial interest in the applicantare relatedby bloodormarriage, such relationship(s) shall be includedin the list; Sheila Sawtelle

- Wife ofRaymond Sawtelle Trey Sawtelle

- Son ofRaymond Sawtelle (4) 

# .if anyperson orsubsidiary of aperson havingasubstantial interest in the applicant is orhas ever been (i)Anair carrier, a foreign air carrier, a common carrier, Raymond Sawtelle- Not applicable. Sheila Sawtelle-Notapplicable. Trey Sawtelle-- Not applicable. (ii) 

### Substantially engagedin the business of aeronautics, Raymond Sawtelle- Chairman ofthe board ofMenagerie Enterprises, Inc. and related companies (see 4 (iv) below); Line pilot at DeltaAirlines (1966-1997) Sheila Sawtelle- Not applicable Trey Sawtelle- President, director ofoperations and chiefpilot at Monarch Air (1991- present); line pilot atAmericanAirlines (1999-2008) and Express One International (1997-1999) (iii) Anofficerordirector of anysuch entity, Raymond Sawtelle

- Director at MonarchAir Sheila Sawtelle

- Director atMonarch Air Trey Sawtelle

- Director and president ofMonarchAir (iv) A holder of I0percentormore of total outstandingvotingstockof anysuch entity, the listshalldescribe such relationship(s). Raymond Sawtelle

- 1 00% holderofall authorized, issued and outstanding voting stock ofMenagerieEnterprises, Inc., Menagerie AircraftManagement, LLC, TreyAviationLLC, and TreyAviation, Inc. Sheila Sawtelle-Notapplicable. Trey Sawtelle

-- Notapplicable. (h) 

### A list of the applicant'ssubsidiaries, 

## if any, includinga description of each subsidiary's principalbusinessandrelationship to the applicant. None.

4

### (i) A list of the applicant'sshares of stockin, or control of, anyair carrier,foreign aircarrier, common carrier, orpersonsubstantiallyengagedin the business of aeronautics. 

### Menagerie Enterprises, Inc. does not own shares ofstock in or control any air carrier, foreign air carrier, common carrier, orperson substantially engaged in thebusiness of aeronautics. However, Raymond Sawtelle, the sole stockholder ofMenagerie Enterprises, Inc., is also the sole stockholderinthe following companies: Menagerie AircraftManagement LLC, TreyAviation LLC, and TreyAviation, Inc. MenagerieAircraftManagement LLC is an operating companywhose sole clientis El Dorado Casino ofShreveport, Louisiana. It

### manages a single King Air 350 (N42ED) to shuttle clients to and from the casino and AddisonAirportin Dallas County, TX. Menagerie Aircraft ManagementLLC was formed to satisfythe legal requirements ofthe Louisiana State Gaming Commission; it has one employee, Jill Sawtelle. Ms. Sawtelle is Trey Sawtelle's spouse and is a citizen oftheUnited States. Trey AviationLLC is an aircraft leasing company for larger aircraft typically engaged inpart 135 operations. The company currently owns a Westwindjet(N41C), which it leases to MenagerieEnterprises, Inc. for use in its charterdepartment. TreyAviation, Inc. is an aircraft leasing companyfor smaller aircraft (typically flight training aircraft). Presently, the company does not own any aircraft, although it has owned several smaller aircraft inthe past. (j) To the extentanyrelevant corporation hasbeen engagedin anybusinessprior to thefiling of the application, each applicantshallprovide: (1) 

### Copies of the 1OKAnnualReports filed in thepast3years byanyrelevant corporation requiredtofile such reports with the Securities andExchange Commission, and 

### Notapplicable. (2) Copies ofrecentlyfiled10Q QuarterlyReports, asnecessary, in order to show the financial condition andresults of operations of the enterprise current to within 3 months of the date of thefiling of the application. 

### Notapplicable. (k) 

# If 1OKreports are not filedwith the Securities andExchange Commission, thefollowing,for the 3 mostrecentcalendaror fiscalyears, reflecting thefinancial condition andresults of operations of the enterprise current to within 3 months of the date of thefiling of the application: (1) The balance Sheetof each relevantcorporation; 

### Menagerie Enterprises, Inc.

- Please see attached Exhibit 6A. Menagerie Aircraft Management LLC- Please see attached Exhibit 6B. Trey Aviation LLC -Please see attached Exhibit 6C. TreyAviation, Inc.- Please see attached Exhibit 6D. 

# *Statements for Menagerie Enterprises, Inc. are on an accrual basis; statements for the otherrelevant corporations are on a cash basis.

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### (2) The Income Statement of each relevantcorporation; MenagerieEnterprises, Inc.

-- Please see attached Exhibit 6A. Menagerie AircraftManagementLLC -Please see attached Exhibit 6B. TreyAviationLLC- Please see attachedExhibit 6C. Trey Aviation, Inc.- Please see attachedExhibit6D. (3) All footnotes applicable to thefinancial statements, including: (i) A statementas to whether the documents werepreparedin accordance with GenerallyAcceptedAccountingprinciples, and (ii) A description of the significantaccountingpolicies of each relevant corporation, suchas for depreciation, amortization of intangibles, overhauls, unearned revenues, andcostcapitalization; Please see attached Exhibit 7withrespectto Menagerie Enterprises, Inc. Financial statements for related corporations were preparedin accordance with generally accepted accountingprinciples, butbecause ofthe simplicity ofthe statements, asjustifiedby their size, no significant accounting policies are implicated. (4) A statementof significantevents occurringsubsequentto the mostrecentBalance Sheetdatefor each relevantcorporation; MenagerieEnterprises, Inc. -None. Menagerie AircraftManagementLLC -None. Trey AviationLLC -None. Trey Aviation, Inc.- None. (5) A statement identifyingthepersonwho haspreparedthefinancial statements, his or heraccountingqualifications, andanyaffiliation he orshe has with the applicant. The financial statements were compiledbythe firm ofBeaird Harris & 

### Co., P.C. and more specificallybythe following individuals -KristenJones, CPA, JonBryant, CPA and Pat Beaird, CPA. BeairdHarris & 

### Co., P.C. does nothave any affiliationwiththe applicant, Menagerie Enterprises, Inc., otherthan an accountant/clientrelationship and an investment advisor/clientrelationship. (!) 

### A listof all actions andoutstanding judgments for more than $5,000againstany relevant corporation, keypersonnelemployed(or to be employed) by any relevantcorporation, orperson havinga substantial interest in any relevantcorporation, includingthe amountof each judgment, theparty to whom it ispayable, andhow longithas been outstanding. None.

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### (m) The number of actions andoutstanding judgments of less than $5,000againstanyrelevant corporation, keypersonnelemployed(or to be employed) byanyrelevant corporation, orperson havinga substantial interest in anyrelevantcorporation, andthe totalamountowedbyeach on suchjudgments. 

### None. (n) A description of the applicant's fleet of aircraft, including: 

### (1) The number of each type of aircraftowned, leasedandto bepurchasedor leased; 

### MonarchAirwill purchasethree KingAir 350 aircraftto supportthe commuter operations. Each aircraft will seatnine passengers. MonarchAirwill use its existing aircraft, as needed, inthe event one or more ofthenewKing Air are unavailablebecause ofmaintenance. These aircraft consist oftwo Beech King Air B200s (7 passengers), one Beech King Air B300 (7 passengers), one Cessna 525 (6passengers), one Westwind 1124 (8 passengers) one Westwind 1124A (8 passengers) and one Learjet 31 (7 passengers). A spreadsheet identifyingthe lease for each aircraft and copies ofthe lease agreements for the aircraft currentlyin Monarch Air'sfleet are attached as Exhibits 8A-8H. (2) Applicant'splans, including financingplans,for thepurchase or lease of additional aircraft. 

### Menagerie Enterprises, Inc. intends to purchase the three King Air 350 aircraft, although it will not finalize the sale unless and until DOThas granted commuter authority. A copy ofa letter from Steve Young, executive vice president ofLegacyTexas Bank expressingthe bank's willingness to provide financing for the purchase ofaircraftto support Rise operations is attached as Exhibit 9. (3) A swornaffidavitstatingthateach aircraft ownedor leasedhas been certifiedbythe FAA andcurrently complies with allFAA safetystandards. 

### The sworn affidavit is attached as Exhibit 10. (o) A description of the currentstatus of allpendinginvestigations, enforcementactions, and formal complaints filedbythe Department, includingthe FAA, involvingthe applicantorany relevantcorporation, anypersonnelemployed(or to be employed) byanyrelevantcorporation orperson havinga substantial interest in anyrelevantcorporation, regardingcompliance with the Statute ororders, rules, regulations, orrequirements issuedpursuantto the Statute, andany corrective actions taken. (If anapplicanthas a compliance history thatwarrants it, additional information maybe required.) 

### None. (p) A description of allcharges ofurifair ordeceptive oranticompetitive businesspractices, or of fraud,felony orantitrustviolation, broughtagainstany relevantcorporation orperson havinga substantial interest in anyrelevantcorporation, ormember of the keypersonnelemployed(or to

7

### be employed) byanyrelevant corporation in thepastI0years. Such descriptions shall include the disposition or currentstatus of each suchproceeding. Synergyv. Groesbeck, etal. 

### -Dallas County district court, Dallas, TX The above-listed actionwas instituted by Synergy Aviation ("Synergy"), a company owned by Menagerie Enterprises, Inc.'s former chieffinancial officer, Paul Clark. Menagerie Enterprises, Inc. does notpossess a financial interest in Synergy. Synergy soughtrecovery ofa commission on the sale ofan aircraftto Groesbeck. Groesbeck's defense includedthe assertion ofathirdparty action againstMenagerie Enterprises, Inc. and counterclaims against Synergy and Clark, contending violations ofthe Texas Deceptive Trade Practices Act ("DTPA") and assertions offraud. MenagerieEnterprises, Inc. and Clark asserted counterclaims for frivolous DTPA claims against Groesbeck. Menagerie Enterprises, Inc., Synergy, Clark and Groesbeck agreed to a mutual release ofall claims withoutthe exchange ofany additional consideration, resulting inthe dismissal ofGroesbeck's claims againstMenagerie Enterprises, Inc., Synergy and Clark in 2014. (q) A description of anyaircraftaccidents or incidents (as defined in the National Transportation SafetyBoardRegulations, 49 C.F.R. 830.2) experiencedby the applicant, its personnel, orany relevantcorporation, which occurredeitherduring theyearprecedingthe date of application oratany time in thepastandwhich remain under investigation by the FAA, the NTSB, orbythe company itself, including: 

### (1) The date ofthe occurrence; (2) The type offlight; (3) The number of passengersandcrew on boardandan enumeration of any injuries or fatalities; (4) A description of anydamage to the aircraft; (5) The FAA andNTSB file numbersandthe status of the investigations, includingany enforcementactions initiatedagainstthe carrier oranyof itspersonnel; and (6) Positive actions taken topreventrecurrence. (If an applicant'shistoryof accidents or incidents warrants it, 

### additional information maybe required.) 

### None. (r) A brief narrative historyof the applicant. 

### Monarch Air commenced operations onJune 23, 1986 as a flight school, aircraft rental facility and retail pilot shop. On August 18, 1988, the FAAissued MonarchAir air carrier certificateNo. MNGA501G, authorizing itto conduct on-demand airplane operations (passenger and cargo) under 14 C.F.R. part 135. Presently, MonarchAiroperates as an on-demand passenger carrier, flight school, aircraftrental facility, retail pilot shop, aircraft and aircraftpart sales facility, aircraftmanagementcompany and aircraftmaintenance facility (air agency certificateNo. MNGR501G). A copy ofMonarchAir's organizational chartis attached as Exhibit 11.

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### (s) A description of all federal, State and foreign authority underwhich the applicanthas conductedor is conductingtransportation operations, andthe identity of the localFAA office and personnelresponsibleforprocessingan application for anyadditionalFAA authority neededto conducttheproposedoperations. Monarch Air currentlyholds a part 119 certificate authorizing itto conduct on-demand operations underpart 135 and apart 145 air agency certificate authorizing itto operate an approved repair station with a class rating ofairframe class 3, limited airframe and limited powerplant. Any additional authorityto conduct scheduled operations will be processedthrough the FAA'sNorth Dallas Flight Standards District Office (FSDO) whichis the FSDO with oversight ofMonarchAir's existing operations. Monarch'sprincipal operations inspector at the FSDO is Cameron Baker.5 

### Monarch Airhas sent a copy ofits Pre-application Statement of Intentto the FSDO. A copy ofthat document is attached as Exhibit 12. (t) A description of the service to be operatediftheapplication is granted: MonarchAirrequests authorityto engage in scheduledpassenger operations as a commuter air carrier and proposes to provide scheduled service exclusivelyto members ofa newly establishedmembership club, Rise. Rise will act as aticket agent onbehalfofits members and will payMonarchAir a fixed monthly sum, per aircraft, to cover all operating costs. The contract ofcarriage will be between eachRise member and Monarch Air and will be provided as part ofthe original membership agreementwith Rise. The contracts between Rise and its members are on a month-to-monthbasis. Rise is to maintain a letter ofcredit for Monarch to draw on weeklyto coverits operations on behalfof Rise's members. Thispayment will coverRise's operating expenses (including insurance, payments onthe Rise-dedicated aircraft, fuel and maintenance costs, and costs associated with paying administrative staff, maintenancepersonnel and crewmembers). Thus, at no point intime will Rise members be in aposition where theirmoney is atrisk because ofMonarch Air's financial situation. The contractbetween Rise and MonarchAir is a five year contractwith a 3- day termination clause for cause, includingthe failure ofRise to maintainthe agreedupon letter ofcredit at the agreed upon level on a weeklybasis. In additionto relying onRise to pay Monarch's operating costs ona weeklybasis, Monarch Air has obtained a line ofcredit in connection withthe completion ofthe Rise contractthat well exceeds the anticipatedweekly costs associatedwithMonarch Airprovidingthe agreed upon service for the first three months of operations. 6 

### A copy ofthe letters verifyingthe line ofcreditfrom LegacyTexas Bank and BB&T are attached as Exhibits 13 and 14, respectively. Basedupon Rise member demand, MonarchAir will operate flights initiallybetween Dallas, Texas and Houston, Texas andbetweenDallas, Texas and Austin, Texas. The number of scheduled operations will be dictatedbymember demand, althoughwithinthe first year of operations at leastfour daily roundtrip flights between Dallas and HoustonM-F (one daily roundtrip flight S-S), and two dailyroundtrip flights betweenDallas and AustinM-F (one daily roundtrip flight S-S) are contemplated. Monarch Air'splanned business model anticipates that

5Mr. Bakermay be reached by phone at 214-277-8519 orby email at cameron.baker@faa.gov. 6 Monarch Air has only accounted for the first three months ofoperations because it will not add additional aircraft ifdemand is not sufficienttojustifythe expense. The addition ofa second aircraft more than doubles the monthly operating costs. IfMonarch Air were to decide against adding additional aircraft, costs would be reduced slightly month over month because ofthe reduction in required interestpayments for the aircraft.



### 9

### one airplane will be available for daily, round-trip service betweenDallas and Houston immediatelyupon commencing operations. Three months later, a second aircraftwill commence a second set ofdaily, roundtrip flights betweenthe two cities. Six months after commencing operations, athird aircraft will be used for daily, roundtrip operations betweenDallas and Austin. Based onmember demand, Monarch Air may expand operations to include the San Antonio and Midland markets in Texas andthe Oklahoma City and Tulsamarkets in Oklahoma, although Monarch Air anticipates such operations wouldnot commence in year one. MonarchAir will purchasethree King Air 350 aircraftto support the commuter operations. Each aircraftwill seatnine passengers. Monarch Airhas not signed a letterofintent to purchase orpurchase agreement because itwill notpurchasethe aircraft should it notbe granted commuter authority. However, Monarch Airhas surveyedthe marketfor appropriate aircraft and has determinedthere are currently at least 23 King Air 350 aircraft currently on the marketthat are available for immediatepurchase. Accordingly, MonarchAiris not concerned that it would be unable to secure the aircraft. Monarch Air will use its existing aircraft, as needed, in the event one ormore ofthe King Air are unavailable because ofmaintenance. A list ofthese aircrafthas been provided above and as Exhibit 8A. The majority ofmaintenance tasks will be performedby MonarchAir staff. Approximatelyten percent ofmaintenance will be performedunder a fixed contractbecausethe aircraftwill not be located atMonarchAir'sbase whenthe maintenance is required. One hundredpercent ofcrewmembertraining will be performedunder a fixed contractwith apart 142 training facility. Attached as Exhibit 15 is a forecast Balance Sheet for calendaryear 2015, brokendown bymonth, quarter and year. All statements are prepared on an accrual basis. Menagerie Enterprises, Inc. recognizes that DOTmay nothave completedthe reviewprocess byJanuary 1, 2015, butnotes thatthere wouldbe no differences in assumptions ifthe period for which a forecast Balance Sheetis provided differed by a couple ofmonths. Exhibit 16 is a forecast Income Statement, broken down by month, quarters, and year, for December2014 (providedto showpre-operation start-up costs) and calendaryear 2015. General company forecasted revenues and costs are based on historical numbers utilizing Monarch Air's currentbusiness model. All forecasted estimated costs and revenues associated withthe anticipated Rise operations are specifically identifiedinthe description ofthe applicable line items. These figures are based onthe proposed flying and business model. Estimatedrevenues are based on the agreed upon hourlyrate that will be collected by Rise for its members. Estimated expenses are listedbyeach aircraft overthe 12 monthperiod, showingthe growth ofthe fleet. Aircraft expenses are based onhistorical averages and aviation consulting reports providedbythe aircraft manufacturer and Conklin & 

### de Decker. Because MonarchAirwill onlybeproviding service to Rise members and Rise will be responsible for all marketing, pre-operating expenses and start-up costs will be low. Additionally, Monarch Airis an established air carrierwithtrained and currentpilots capable of flying the type ofaircraftthatwillbeused in the Rise operations. Monarch Air alreadyhas all operating and maintenance manuals required for part 135 operations, existing equipment and facilities (including hangar space), and administrative staffcapable ofhandlingthe logistics of the Rise operations. MonarchAirdoes intend to purchasethe first aircraft 30 days priorto launch ofthe Rise operations to allowtime for a conformity inspection, butMonarch Air will not

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### be requiredto service the loanimmediately.7 

### Thus, pre-operating and start-up costs consist solely ofthe applicationfee ($670), accounting fees (approximately $16,000) and legal fees (approximately $24,000) associated with seeking commuterauthority. However, as a conservative measure, MonarchAirhas provided non-essential pre-operation costs inthe month ofDecember 2014 that address certain aircraft costs, trip and crew expenses and flight crew wages and salaries. Basedon Monarch Air's existing ability to fly thetypes offlights contemplated for Rise members, the amount ofcapital neededto commence operations is roughly the equivalent ofthe first month's costs associated withthose operations. Taken together, the anticipated cost for December2014 andJanuary 2015 represents a conservative estimate ofstart-up costs. As noted inthe Statement ofRevenue and Expenses for December 2014 and January 2015, that amount is approximately $341,466. 8 

### Whencombined withthe costs associated withthe application, the total costs are expectedto be approximately $XXX. Rise has committedto paying an initial start-up fee to defray these costs, as indicatedinthe Statementof Revenue and Expenses for December and January. Thatfee is independent ofany revenue generated from flying Rise customers. The forecast Income Statement assumes additional costs and revenues as aircraft dedicatedto servicing Risemembers are added. As indicated in the forecast Income Statement, MonarchAir anticipates that itwill acquire athird aircraft approximatelytwo months before commencingthe third set ofanticipated operations (DAL-AUS). During this interimperiod,the aircraft will be fitted for the anticipated Rise operations. Costs associatedwiththat aircraft are accounted for in the forecast Income Statement, butrevenue is notprojectedfor the aircraftuntil the Dallas-Austinoperations commence. The forecast Income Statementdoes notinclude estimatedrevenue blockhours and revenue miles by number ofpassengers to be carried, because Monarch Air's contractwithRise is a fixed price contractper aircraft operated by MonarchAir on behalfofRise's members. As such, Monarch's costs and projectedincome are not dependent on load factor. 9 

### Monarch is paid the samehourlyrateregardless ofthe number ofpassengers onthe flight. Forthe same reason, estimates oftraffic whichwouldbe generated in eachmarketreceivingthe proposed service are depicted merely as the number ofaircraft servingthe market. Monarch assumes each aircraft will be flown four times a day (two roundtrips) Mondaythrough Friday andtwo times a day (one roundtrip) Saturday and Sunday. It

### assumes demand is constantthroughoutthe year. Forthe first airplane, commencing service inthe first month ofoperations, total revenue hours overthe first year ofoperations is projected at 2,218.67 hours, with417,720 nautical miles flown. Forthe second aircraft, those figures drop to 1,664 revenue hours and 311,040 nautical miles flown becausethe aircraft is projectedto fly only nine months. The third aircraft, projectedto fly only six months, has projectedrevenue hours of825 revenue hours and 188,928 nautical miles. Since the distance betweenDallas andAustin is less thanthe distance betweenDallas and Houston, the amount ofrevenue hours and nautical miles for the third aircraft is less thanhalfthe amounts for the first aircraft.
7 

### There will be no closing costs associated with purchasingthe aircraft and no loan payments are due within the first 30 days. Should there be a delay in the launch date, Rise is required to cover all expenses related to the aircraft, including debt service. 8 

### This amount is conservative in that it includes the cost offinancing anew King Air, as well as the one-time cost of training new pilots. Since Monarch Air already has these capabilities, it could commence operations without incurringthese additional roughly $85,000 in costs. However, since it would have to account for these costs at some point, it has done so here. 9 

### Likewise, estimated revenue hours are not broken out by aircrafttype because the same model airplane will be used for all flights.

11

### (u) A signedcounterpartof Agreement 18900 (OSTForm 4523) as requiredby

### part203 ofthis chapter. Please see attachedExhibit 17. Additional financial informationfor Menagerie Enterprises, Inc. MenagerieEnterprises, Inc. maintains an active bankingrelationship withLegacyTexas Bank. The bankhas provided Menagerie Enterprises, Inc. and its related entities withnumerous loans. Currentloans, along withtheir secured collateral, are listed inthe attached Exhibit 13. At present, Menagerie Enterprises, Inc. has three trade accounts withbalances that are more than 60 days pastdue. Cowles & 

### Thompson PC is owedlegal fees ($38,604.72) associated with athird party declaratoryjudgmentaward. The parties have agreed to amutual release and there will be nojudgmentadverseto Menagerie Enterprises, Inc. Cowles & 

### Thompsonhave agreed to a December 1, 2014 date for payment ofthe outstanding fees. Menagerie Enterprises, Inc.'sbooks also indicate an unpaid bill from Dallas Airmotive Inc. in the amount of$19,777.07. Menagerie Enterprises, Inc. has had continuingproblems regarding invoicing and service issues withthis repair facility. Oncethese issues are satisfactorilyresolved, the outstanding bills will be settled. Pratt & 

### Whitneyhas several warranty issues for whichMenagerieEnterprises, Inc. is awaiting resolution. Resolution ofthese issues shouldresult in a credit in excess ofthe $47,522.45 due to the manufacturer. Should anybalances remain, they will be paid once the creditis received.

12

### List ofExhibits 1. Certificate ofFact, Office ofthe Secretary ofState, October 15, 2014 2. Affidavit ofCitizenship datedNovember4, 2014 3. Resume ofRaymondF. (Trey) Sawtelle III 4. Resume ofRobert E. Johnson 5. Resume ofShaunBraley 6. Financial Information A. Balance Sheet and Income Statementfor Menagerie Enterprises, Inc. B. Balance Sheet and Income Statementfor MenagerieAircraftManagement C. Balance Sheet and Income Statementfor TreyAviation LLC D. Balance Sheet and Income Statementfor Trey Aviation Inc. 7. Notesto Financial Statements 8. Aircraftinformation A. List ofCurrentAircraftFleet (confidential submission) B. AircraftManagementAgreement and Operating Agreementfor N118GW C. Aircraft lease AgreementforN161RC (confidential submission) D. AircraftManagementAgreement and OperatingAgreementforN214GB E. AircraftLease AgreementforN38MG (confidential submission) F. AircraftManagement agreement and OperatingAgreementfor N41C G. AircraftLease Agreementfor N407W (confidential submission) H. AircraftLease Agreement for N514DS (confidential submission) 9. Letterfrom Steve Young, LegacyTexas Bank, dated October 31, 2014 (confidential submission) 10. Affidavit ofSafety Compliance datedNovember4, 2014 11. Monarch Air Organizational chart 12. Preapplication Statement oflntentdatedNovember 5, 2014 13. Letterfrom Steve Young, Legacy Texas Bank, dated October 1, 2014 (confidential submission) 14. Letterfrom DonaldJones, BB&T, dated October 6, 2014 (confidential submission) 15. Forecast Balance Sheetfor MenagerieEnterprises, Inc. for calendaryear 2015 16. Forecast Income Statementfor Menagerie Enterprises, Inc. for December2014 and calendaryear 2015 17. Completed OSTForm4523 datedNovember4, 2014

13

## APPLICATION OF MENAGERIE ENTERPRISES, INC. 

## DIBI A MONARCHAIR

Exhibit 1Corporations Section P.O.Box 13697 Austin, Texas 78711-3697



# Office ofthe Secretary ofState

Certificate ofFact NauditaBerry Secretary ofState



### The undersigned, as Secretary ofStateofTexas, does hereby certifythatthe document, LegacyFiling for MENAGERIEENTERPRISES, INC. (file number 64760900), a Domestic For-Profit Corporation, was filed inthis office onMarch 18, 1983. 

### Itis further certifiedthatthe entity statusinTexas is in existence.

Phone: (512) 463-5555 Preparedby: SOS-WEB 

### Intestimony whereof, I have hereunto signed my name officially and caused to be impressed hereonthe Seal of State at my office in Austin, Texas on October 15, 2014.

NanditaBerry Secretary ofState

Come visituson the internetathttp://www.sos.state.tx.us! Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services TID: 10264 Document: 572805330003

## APPLICATION OF MENAGERIE ENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit2

### AFFIDAVIT OF CITIZENSHIP



### STATE OF TEXAS COUNTY OF 

# f}:z(/q S

Raymond F. Sawtelle, III being duly sworn, deposes and says:

1. Thathe is duly elected, qualified, and serving as president ofMenagerie Enterprises, Inc. d/b/aMonarchAir andthathe is authorizedto and does make this affidavitfor it.

2. That Menagerie Enterprises, Inc. d/b/aMonarchAir is a citizen ofthe United States within the meaning of49 U.S.C. 40102(a)(15).



## z.;;.;;;- Raymond F. Sawtelle, III

Subscribed and swornto before me this 

# 4 day ofNovember, 2014**··l'l:~~..** 

### SARAHCOX 

## nY**{*~.1\\,A** MYCOMMISSION EXPIRES 

## '-%.-

.....itf 

### MayS,2017**,,,,?f.l~"''** 

### Signature ofNotaryPub 1c

(SEAL)

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 3

# Raymond F. Sawtelle III (Trey) 4314 Indian Creek Drive

Frisco, Texas 75034

(972) 896-6150

PROFESSIONALEXPERIENCE


### May 1991- Present

October 1999

- June 2008
February 1997

- October 1999 Monarch Air, Addison, Texas. President, Director of Operations, and Chief Pilot of an integrated aviation service company specializing in aircraft charter, sales, flight training and maintenance with year-after-year success achieving revenue, profit, and business growth objectives with start-up, turnaround, and rapid-change environments. Customer-focused and performance-driven. Led and motivated teams comprised ofmore than 65 employees focusing on excelling in customer service and relations. FAA approved and certified facility for Part 135, 141, 

### and 145 operations. American Airlines, Dallas/Ft. Worth, Texas. Employed as a FAR 121 line pilot. Flight Engineer on Boeing 727 aircraft for 4 months and First Officer on Fokker FlOO. Retired to pursue my role with Monarch Air full-time. Express One International, Dallas, Texas. Line Captain and Check Airman training First Officers and Flight Engineers on Boeing 727 aircraft flying passenger and freight configured equipment on domestic and international operations under FAR 121.

FLIGHT EXPERIENCE 

### Airline Transport Pilot Flight Engineer Turbojet

EDUCATION 

### Captain Type Ratings: B-727, B-737, CE-500, BE-300, 1124 F.C.C. Radio Licensee Total Flight Time: 11.000 Hours

August 1999

- June 2000 Embry-Riddle Aeronautical University, Daytona Beach, Florida. Attended course for BachelorAviation Science Program. January 1992- January 1994 Collin County Community College, Plano, Texas. General Studies for B.A. m 

### Business Management.

PERSONAL 

### Birth Date

.............. Height/Weight

....... Health

.................. Marital Status

......... Hobbies

................. November 21, 1972 73" I

### 240 Lbs Excellent INonsmoker Married with 2 children Sports, Computers, Recreational Flying, active in community organizations such as the Race for the Cure, and other cancer awareness events.

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit4

## Robert E Johnson 13927 Pyramid Dallas, Texas 75234 214-213-2531 robert@monarchair.com 

### Employment History Director of Maintenance 2001-Present Monarch Air, Addison, Texas
• Overall operation ofaircraft maintenance department
• Successfully started and maintain CRS
• Maintain airworthiness of Flight School and CharterAircraft 

### President 1987-2001 ADS Aircraft Services, Inc., Addison, Texas
• Overall operation ofall company functions
• Started and maintained all CRS operations 

### Shop Foreman and Chief Inspector 1981-1987 Campbell Aviation, Addison, Texas
• Aircraft maintenance scheduling
• Verified properjob completions
• Researched all aircraft records 

### Aircraft Mechanic 1980-1981 Chaparral Aviation, Addison, Texas


### • Responsible for proper maintenance on aircraft Test Cell Operator 1980-1980 CooperAirmotive, Dallas, Texas
• Build and test CJ610, CF700, JT15D, and PT6 

### Aircraft Electrician 1976-1982 United States Navy and Naval Reserve, Dallas, Texas
• Responsible for proper electrical maintenance on aircraft 

### Building Maintenance 1974-1976 Plano Nursing Home, Plano, Texas
• General building maintenance 

### Education 1973-1976 RL Turner High School, Carrollton, Texas
• High School 1977 United States Navy, Millington, Tennessee
• Basic Electricity and Electronics 1977 United States Navy, Millington, Tennessee
• Aircraft Electrician 1979 Braniff Education/ North Lake College
• A&P Certificate 1981 Beechcraft, Wichita, Kansas
• C&E 90 Maintenance Familiarization

### 1985 Flight Safety, Lakeland, Florida • PA 42 Maintenance Familiarization 2004 Flight Safety, Las Vegas, Nevada • PAMAAviation Maintenance ManagementTraining 2004 Flight Safety, Wichita, Kansas • Citation 750 Maintenance Familiarization 2008 Garmin, Olathe, Kansas • G-1000 Maintenance Familiarization 2009 Williams International, Walled Lake, Michigan • FJ-44 Maintenance Familiarization 2010 ABARIS Training, Reno, Nevada • Cessna Composite RepairTraining 2012 Flight Safety, Online Training Course • RVSM Maintenance Practices 

### Certifications and Miscellaneous Training 1980 A&P Certification 1996 lA Certification 2002 FAA Bronze Award 2006 Michelin Tire Training 2011 Cessna Citation Conference 2012 Cessna Citation Conference 2012 FAA Bronze Award 2012 Aeromech IAI1124 RVSM training 2013 Cessna Citation Conference 2013 FAA Bronze Award 2014 Cessna Citation Conference


### References References are available on request.

## APPLICATION OF MENAGERIE ENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 5

# SHAUN BRALEY
1 0024 Bradford Grove Dr, Frisco TX 75035 · (214) 729-5874 ·sbraley@flamingduck.com

Objective Education

Flight Experience

Work Experience

References A full-time position as a pilot
Parks College, Saint Louis University, St. Louis, MO Graduation Date: May 14, 2005 Bachelorof Science in Aviation

ATP, CFI-A, CFI-1 Type Ratings: Westwind Jet (IA-1124), King Air 300/350 (BE-300, BE-B300) 3800 TT, 2100 PIC, 3150 MEL, 3100 Turbine, 1000 Jet Westwind: 1000TT, 530 PIC, 135 Current King Air (B350, 300, B200, 200, F90): 2150 TT, 1000 PIC, 135 Current

Monarch Air- Assistant Chief Pilot Oct., 2010- Present, Addison, TX Westwind 1124 and King Air F90, 200, B200, 300, B300 (350) Part 135 charter Responsible for duties delegated by the Chief Pilot, including 135 records, revisions to MELs, GOM, Ops Specs, and checklists, and other managerial duties related to flight operations

Monarch Air- Pilot Feb., 2006- Oct., 2010, Addison, TX Westwind 1124 and King Air Part 135 Charter In addition to flying duties: Day-to-day operations offlight department such as ordering stock, updating personnel records, prepare training for new-hires, etc.

CAE Simuflite- "Right Seater'' Nov., 2005- Nov., 2006, DFWAirport, TX King Air B350: Act as SIC to assist clients in training for initial and recurrenttype and ATP ratings

Monarch Air- Flight Instructor Jul., 2005- Nov., 2006, Dallas, TX (KRBD) In addition to normal flight instructor duties, responsibilities include sales, aircraft dispatch, and day-today operations ofthe flight school

References are available on request.

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 6A

### MENAGERIE ENTERPRISES, INC. UNAUDITED FINANCIAL STATEMENTS and 

### ACCOUNTANTS' COMPILATIONREPORT DECEMBER31,2011

# BEAIRD HARRIS &CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS



### ACCOUNTANTS' COMPILATIONREPORT

To The Shareholders MenagerieEnterprises, Inc. Addison, Texas 12221 Merit Dnve, 'Surte /SO Dallas. TX 7SZ:, I Phone: 972-503-1040

Fax. 972-503-1 120

WNWbh-co corn



### Wehave compiledthe accompanying statementofassets, liabilities, and equityincometax basis ofMenagerieEnterprises, Inc. (an S corporation) as ofDecember 31, 2011, and therelated statement ofrevenues and expenses- incometaxbasis for the twelve months then ended. Wehave notaudited orreviewed the accompanying financial statements and, accordingly, do notexpress an opinion orprovide any assurance about whether thefinancial statements are in accordance withthe incometax basis ofaccounting. Managementis responsible for the preparationand fairpresentationofthefinancial statements in accordance withthe incometax basis ofaccounting and for designing, implementing, andmaintaining internal control relevantto the preparation and fair presentation ofthe financial statements. Ourresponsibility is to conductthe compilationin accordance with Statements on Standards for Accounting and Review Servicesissuedbythe American Institute of Certified Public Accountants. Theobjective ofa compilation is to assistmanagement in presentingfinancial information in theform offinancial statements without undertaking to obtain orprovide any assurance thatthere are no material modifications that should be madeto the financial statements. We are not independent withrespect to MenagerieEnterprises, Inc.

Dallas, Texas November 6, 2014

Member ofAmerican Institute ofCertified PublicAccountants I Member ofTexas Society ofCertified PublicAccountants

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

Current Assets Cash Shareholder Receivable Accounts Receivable 1031 Exchange Pending Loans to Employees Fuel Credit Refund Receivable Inventories Prepaid Insurance
Total Current Assets Fixed Assets Machinery & Equipment Aircraft &Aircraft Equipment Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation
Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits
Total OtherAssets

TOTAL ASSETS 

### December 31, 2011
UNAUDITED

ASSETS

$ 110,226.13 185,441.26 520,612.65 4,305.29 2,999.00 79,156.00 402,434.17 2,162.01



### $ 47,788.44 351,399.94

46,865.91 44,367.42 45,060.09 (499,655.80)



### $ 14,134.64 57,491.63 47,500.00

1,000.00 16,565.00

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,307,336.51

35,826.00

136,691.27 

### $ 1,479,853.78

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS December 31, 2011
UNAUDITED

LIABILITIES AND EQUITY

Current Liabilities Accounts Payable Payroll Tax Liability Sales Tax Payable LOC- Legacy Texas Bank Gift Certificates Outstanding Refundable Insurance Deposits Loan

- Trey Aviation, Inc Deferred GainAJC Sale Current Portion of Long-Term Debt Total Current Liabilities Long-Term Liabilities N/P- Legacy Texas Bank Less: Current Portion of Long-Term Debt Total Long-Term Liabilities
Equity Common stock, $0 par value, 1,000 shares authorized and

1,000 shares issued and outstanding Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses
Total Equity

TOTAL LIABILITIES & EQUITY $ 886,077.39 816.59 19,890.15 175,000.00

7,345.00 24,445.36 47,851.50 29,604.00 65,165.16

$ 462,797.93 (65,165.16)

$ 1,000.00 3,894.67 (255,233.99)

76,365.18

SEE ACCOUNTANTS' COMPILATION REPORT $ 1,256,195.15

397,632.77

(173,974.14) $ 1,479,853.78

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS Forthe twelve months ended December 31, 2011

Revenues Fee Revenue Aircraft Sales & Commission Fuel Tax Credit Gain on Sale ofAsset Interest Income Gross Revenue

Cost ofGoods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Sales CrewTraining Costs Fuel Ground Transportation Lease Expense Lease Revenue Paid Licenses & Fees MX Department Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies Sales Department Expenses Trip & Crew Expenses
Total Cost ofGoods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Cash Over Short Charitable Contributions 

### UNAUDITED

Charter Department Expense Charter Department Expense

- 41 C Computer Expense &Upgrades Consulting Service Contract Labor Credit Card Fees

SEE ACCOUNTANTS' COMPILATION REPORT $ 6,248,276.36 328,800.00

79,156.00 46,231.00

3,321.80 $ 6,705,785.16



### $ 60,359.41 129,971.77 286,800.00

89,008.09 637,066.81 80.00 221,176.16 3,840.00

337.25 855,247.31

58,506.95 81,280.43

1,242.66

585.00 171,430.56

35,974.51 $ 2,632,906.91 

### $ 4,072,878.25

$ 34,103.82 1,954.22 22,659.40 (10.12) 350.00 22,786.00 66,883.37

7,653.48 29,627.01 137,204.63 61,235.69

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS Forthe twelve months ended December 31, 2011 UNAUDITED

Delivery & Freight Dues & Subscriptions Employee Benefits Programs Finder's Fees Franchise Tax Hangar Services Insurance Interest Expense Legal & Professional Maintenance Service Plans Meals & Entertainment Miscellaneous Expense Office Expense Office Supplies Payroll Taxes Payroll Service Fees Printing & Reproduction Reference Library Rent Expense Repairs & Maintenance Small Shop Tools Taxes Telephone & Communications Training & Education Travel Uniforms Utilities Wages & Salaries
Total Expenses
Revenues Over (Under) Expenses Before Depreciation Depreciation

- Income Tax Basis
Revenues Over (Under) Expenses After Depreciation

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 32,273.59 11,517.33 140,536.65

4,997.50 47,348.00 62,825.38 42,805.31 44,895.17 33,067.87 74,383.36

7,554.19 2,417.73

668.66 21,813.83 172,036.47

9,828.47 4,513.10 41,301.37 249,211.89 102,404.42

27,662.26 26,340.88 72,897.44 27,641.40 16,562.05

6,198.26 49,627.49 2,088,614.63 

### $ 3,806,392.20 

### $ 266,486.05 190,120.87 

### $ 76,365.18

### MENAGERIE ENTERPRISES, INC. UNAUDITED FINANCIAL STATEMENTS and ACCOUNTANTS' COMPILATION REPORT DECEMBER31, 2012

# BEAIRD HARRIS &CO., 

### P.C.
CERTIFIED PUBLIC ACCOUNTANTS



### ACCOUNTANTS' COMPILATION REPORT

ToThe Shareholders Menagerie Enterprises, Inc. Addison, Texas 12221 Ment Drive. Suite 750 Dallas. TX**752~,** I Phone 972-503-l 040

Fax: 972-503-! I20

wwvv.bh-n:; com



### Wehavecompiledthe accompanying statementofassets, liabilities, and equityincometax basis ofMenagerie Enterprises, Inc. (an S corporation) as ofDecember 31, 2012, andtherelated statement ofrevenues and expenses - incometax basis for the twelve months then ended. We have notaudited orreviewed the accompanying financial statements and, accordingly, do notexpress an opinion orprovide any assurance aboutwhetherthe financial statements are in accordance withthe incometax basis ofaccounting. Managementisresponsible for the preparationand fair presentationofthefinancial statements inaccordance withthe incometaxbasis ofaccounting andfor designing, implementing, andmaintaining internal control relevantto the preparation and fair presentationofthe financial statements. Ourresponsibility is to conductthe compilationin accordance with Statements on Standards forAccounting andReview Services issued bythe AmericanInstitute of CertifiedPublicAccountants. The objective ofa compilation is to assist management in presenting financial information inthe fonn offinancial statementswithoutundertaking to obtain orprovide any assurance thatthere are no material modifications that should be madeto the financial statements. We are not independent withrespectto Menagerie Enterprises, Inc.

Dallas, Texas November6, 2014

Member ofAmerican Institute of Certified Public Accountants I Member ofTexas Society ofCertified PublicAccountants

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

CurrentAssets Cash Accounts Receivable Loans to Employees Franchise Tax Refund Receivable Fuel Credit Refund Receivable Inventories Prepaid Insurance
Total CurrentAssets
Fixed Assets Machinery &Equipment Aircraft & Aircraft Equipment Furniture &Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation
Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits Deposits Gift Certificates Outstanding
Total OtherAssets

TOTAL ASSETS 

### December 31, 2012 UNAUDITED

ASSETS

$ 128,538.07 648,572.52 8,200.00 21,577.58 91,448.00 311,180.66 9,501.65



### $ 60,817.34 887,395.94

48,845.47 51,157.97 45,060.09 (829,703.00)



### $ 14,134.64 57,491.63 47,500.00 16,565.00

2,731.00

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,219,018.48

263,573.81

138,422.27 

### $ 1,621,014.56

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS December 31, 2012
UNAUDITED

LIABILITIES AND EQUITY

Current Liabilities Accounts Payable Payroll Tax Liability Sales Tax Payable LOC

- Legacy Texas Bank Customer Pre-Paid Shop Work Refundable Insurance Deposits N/P

- Cessna Finance Current Portion of Long-Term Debt Total Current Liabilities Long-Term Liabilities N/P- Legacy Texas Bank Less: Current Portion of Long-Term Debt
Total Long-Term Liabilities
Equity Common stock, $0 par value, 1,000 shares authorized and

1,000 shares issued and outstanding Additional Paid In Capital Distributions Retained Earnings Revenues Over (Under) Expenses
Total Equity

TOTAL LIABILITIES &EQUITY $ 883,224.16 (8.37) 13,634.62 194,000.00

70,142.77 22,111.36 282,800.00 103,560.48

$ 641,255.51 (1 03,560.48)

$ 1,000.00 3,894.67 (185,441.26) (178,868.81) (126,730.09)

SEE ACCOUNTANTS' COMPILATION REPORT $ 1,569,465.02

537,695.03

(486, 145.49) $ 1,621,014.56

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS Forthe twelve months ended December 31, 2012

Revenues Fee Revenue Aircraft Sales & Commission Fuel Tax Credit Interest Income
Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance CrewTraining Costs Commissions Paid

- Aircraft Sales Fuel Ground Transportation Lease Expense Licenses & Fees MX Department Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies Sales Department Expenses Trip & Crew Expenses
Total Cost ofGoods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Cash Over Short Charitable Contributions 

### UNAUDITED

Charter Department Expense Charter Department Expense

- 41 C Computer Expense & Upgrades Consulting Service Contract Labor Credit Card Fees

SEE ACCOUNTANTS' COMPILATION REPORT $

$



### $

$ $

$ 7,651,996.82 10,942.71 91.448.00 255.04 7,754,642.57

106,116.95 134,697.16 64,640.11 10,000.00 902,220.40 90.00 227,019.52 981.15 858,878.90 902,909.41

63,872.32

2,012.32 4.36 25,086.58 33,274.43 3,331,803.61 4.422,838.96

112,179.90

3,267.25 22,507.70 (215.30) 8,086.16 29,511.61 64.467.98

8,266.65 17,086.77 220.404.60

63,163.51

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS Forthe twelve months ended December 31, 2012
UNAUDITED

Delivery & Freight 

### $ Dues & Subscriptions Employee Benefits Programs Finder's Fees Franchise Tax Hangar Services Insurance Interest Expense Legal & Professional Maintenance Service Plans Meals & Entertainment Miscellaneous Expense Office Expense Office Supplies Payroll Taxes Payroll Service Fees Printing & Reproduction Reference Library Rent Expense Repairs & Maintenance Small Shop Tools Taxes Telephone & Communications Training & Education Travel Uniforms Utilities Wages & Salaries
Total Expenses 

### $
Revenues Over (Under) Expenses Before Depreciation 

### $ Depreciation

- Income Tax Basis
Revenues Over (Under) ExpensesAfter Depreciation 

### $

SEE ACCOUNTANTS' COMPILATION REPORT 34,274.14 22,401.55 167,358.35

8,928.09 17,951.42 94,414.25 42,807.36 59,960.78 39,238.62 119,307.11

11,251.03

1,295.85

927.93 36,749.69 189,415.53

10,035.87

6,584.06 45,605.00 275,167.99

57,206.88 35,648.77 16,524.46 76,533.24 33,970.16 22,055.93

4,751.84 49,488.35 2,190,940.77 4,219,521.85

203,317.11 330,047.20 (126,730.09)

### MENAGERIE ENTERPRISES,INC. NOTES TOFINANCIAL STATEMENTS DECEMBER31, 2012 UNAUDITED



### 1. SUMMARY OF SIGNIFICANTACCOUNTINGPOLICIES IncomeTaxBasis ofAccounting 

### The Company's policy is to prepare its financial statements on the income tax basis of accounting.

Nature ofOperations 

### The Company is engaged in aircraft charter services, aircraft repairs and maintenance, flight school instruction, and product sales.

Revenue Recognition 

### Revenue on aircraft charter services is recognized when the service is provided. Revenue on aircraft repairs and maintenance is recognized when service is completed. Revenue on flight school instruction is recognized when service is completed. Revenue on product sales is recognized when shipped orwhenthe customertakes possession in thepilot shop.

At December 31, 2012, cash consists ofmonies held in checking accounts, money market accounts and cash on hand.
Inventory 

### Inventories are stated at the lower of cost (determined on the first-in, first-out basis) or market, inventory consists of maintenance/repair, maintenance parts, and retail pilot shop inventory.
Property, Equipment, and Depreciation 

### Property and equipment are stated at cost. Depreciation is provided on the modified accelerated costrecovery system, the same method used for federal income taxpurposes.

### MENAGERIE ENTERPRISES, INC. UNAUDITED FINANCIAL STATEMENTS and ACCOUNTANTS' COMPILATIONREPORT DECEMBER 31,2013

# BEAIRD HARRIS &CO., P.C. CERTIFIED PUBLIC ACCOUNTANTS



### ACCOUNTANTS' COMPILATIONREPORT

ToThe Shareholders MenagerieEnterprises, Inc. Addison, Texas 12221 Merit Drive, Suite 750 Dallas. TX 75251 Phone: 972-503-1 040

Fax. 972-':>03- i I20

W\NW.bh-co.corn



### Wehave compiledthe accompanying statementofassets, liabilities, and equity

- incometaxbasis ofMenagerie Enterprises, Inc. (anS corporation) as ofDecember 31, 2013, and therelated statement ofrevenues andexpenses- incometax basis for the twelve monthsthenended. Wehave notaudited orreviewedthe accompanying financial statements and, accordingly, do notexpress anopinionorprovide any assurance aboutwhetherthe financial statements are inaccordance withthe incometax basis ofaccounting. Managementis responsible forthepreparationandfair presentationofthe financial statements in accordance withtheincometax basis ofaccounting and for designing, implementing, andmaintaining internal control relevanttothe preparation and fair presentationofthe financial statements. Ourresponsibility is to conductthe compilation in accordance with Statementson Standards for Accountingand Review Services issuedbythe AmericanInstitute of CertifiedPublic Accountants. The objective ofa compilationis to assistmanagementin presentingfinancial informationinthe form offinancial statementswithoutundertaking to obtainorprovide any assurancethatthere arenomaterial modifications that should bemadeto thefinancial statements. We are notindependentwithrespectto MenagerieEnterprises, Inc.

Dallas, Texas November 6, 2014

Member ofAmerican Institute ofCertified PublicAccountants I MemberofTexas Society ofCertified Public Accountants

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

Current Assets Cash Accounts Receivable Loans to Employees Fuel Credit Refund Receivable Inventories Prepaid Insurance
Total CurrentAssets
Fixed Assets Machinery & Equipment Aircraft & Aircraft Equipment Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation
Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits Deposits
Total OtherAssets

TOTAL ASSETS 

### December 31, 2013
UNAUDITED

ASSETS

$ 87,656.31 647,881.85 7,500.00 111,664.00 285,328.03 9,282.12



### $ 63,535.40 616,825.94

48,845.47 53,209.32 45,060.09 (656,716.41)



### $ 14,134.64 57,491.63 15,000.00 15,565.00

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,149,312.31

170,759.81

102,191.27 

### $ 1,422,263.39

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS December 31, 2013
UNAUDITED

LIABILITIES AND EQUITY

Current Liabilities Accounts Payable Payroll Tax Liability Sales Tax Payable LOC- Legacy Texas Bank Refundable Insurance Deposits Loan -TreyAviation, Inc Loan

- Trey Aviation LLC Loans from Shareholder Current Portion of Long-Term Debt Total Current Liabilities Long-Term Liablities N/P- Legacy Texas Bank Less: Current Portion of Long-Term Debt Total Long-Term Liabilities
Equity Common stock, $0 parvalue, 1,000 shares authorized and

1,000 shares issued and outstanding Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES &EQUITY $ 657,122.17 0.25 12,162.67 152,000.00

16,923.36 14,900.00 19,600.00 40,000.00 143,810.76

$ 804,794.99 (143,810.76)

$ 1,000.00 3,894.67 (491,040.16) 190,905.44

SEE ACCOUNTANTS' COMPILATION REPORT $ 1,056,519.21

660,984.23

(295,240.05) $ 1.422,263.39

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS Forthe twelve months ended December 31, 2013

Revenues Fee Revenue Aircraft Sales & Commission Fuel Tax Credit Gain on Sale ofAsset Interest Income
Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance CrewTraining Costs Commissions Paid

- Aircraft Sales Fuel Ground Transportation Lease Expense Licenses & Fees MX Department Outside Services Pilot Shop Supplies Ramp/Landing Fees Sales Department Expenses Trip & Crew Expenses
Total Cost of Goods Sold
Gross Profit

Expenses Advertising Bank Fees Business Promotions Cash Over Short 

### UNAUDITED

Charter Department Expense Charter Department Expense

- 41 C Computer Expense & Upgrades Consulting Service Contract Labor Credit Card Fees

SEE ACCOUNTANTS' COMPILATION REPORT $

$



### $

$ $

$ 6,368,051.83 205,000.00 111,664.00 156,152.00 25.80 6,840,893.63

108,532.39 136,249.20

63,100.27 850.00 547,415.04 84.00 272,397.54 830.70 827,218.11 254,342.57

52,046.19

3,484.14 20,931.09 26,847.47 2,314,328.71 4,526,564.92

49,853.73

1,925.15 17,817.94 (28.33) 23,835.80 396,823.57 4,731.65 44,659.84 213,532.36

59,291.66

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS Forthe twelve months ended December 31, 2013
UNAUDITED

Delivery 

### &Freight 

### $ Dues 

### &Subscriptions Employee Benefits Programs Finder's Fees Franchise Tax Hangar Services Insurance Interest Expense Legal 

### &Professional Maintenance Service Plans Meals 

### &Entertainment Miscellaneous Expense Office Expense Office Supplies Payroll Taxes Payroll Service Fees Printing 

### &Reproduction Reference Library Rent Expense Repairs 

### &Maintenance Small Shop Tools Taxes Telephone 

### &Communications Training 

### &Education Travel Uniforms Utilities Wages 

### &Salaries
Total Expenses 

### $
Revenues Over (Under) Expenses Before Depreciation 

### $ Depreciation

- IncomeTax Basis
Revenues Over (Under) ExpensesAfter Depreciation 

### $

SEE ACCOUNTANTS' COMPILATION REPORT 36,954.72 20,069.35 163,716.75 1,360.51 44,412.03 63,221.26 42,769.78 65,019.21 32,253.75 110,246.22

7,716.54 25,801.94

1,694.34 22,868.11 161,170.47

10,320.25

4,726.33 12,165.67 332,629.18

34,398.22 30,559.19 40,366.90 73,765.62 19,608.16 20,369.71

2,122.85 36,904.52 2,027,269.12 4,256,924.07

269,640.85

78,735.41 190,905.44

### MENAGERIE ENTERPRISES, INC. UNAUDITED FINANCIAL STATEMENTS 

### and ACCOUNTANTS' COMPILATION REPORT AUGUST 31,2014

# BEAIRD HARRIS & CO., P.C. PUBLIC ACCOUNTANTS



### ACCOUNTANTS' COMPILATIONREPORT

To The Shareholders Menagerie Enterprises, Inc. Addison, Texas

We have compiled the accompanying statement ofassets, liabilities, and equityincometax basis ofMenagerie Enterprises, Inc. (an S corporation) as ofAugust 31, 2014, and the related statement ofrevenues and expenses- income tax basis for the eight months then ended. We have not audited orreviewed the accompanying financial statements and, accordingly, do not express an opinion or provide any assurance about whether the financial statements are in accordance with the income tax basis of accounting. Management is responsible for the preparation and fair presentation ofthe financial statements in accordance with the income tax basis ofaccounting and for designing, implementing, and maintaining internal control relevantto the preparation and fair presentation ofthe financial statements. Our responsibility is to conduct the compilation in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. The objective ofa compilation is to assist management in presenting financial information in the form offinancial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements. We are not independent with respectto Menagerie Enterprises, Inc

..

Dallas, Texas November 3, 2014

MemlJer ofAmerican Institute oF CertifierJ PulJiic t\ccounrants 1 Member of lexas Society ofCertified PulJiic Accounran[s F;:v::**9?;~-'-~03-!** 1 V,"fV,;</**t·~(!-t;C, :".(.f~i** 

### MENAGERIE ENTERPRISES, INC.

Current Assets Cash Accounts Receivable Loans to Employees Fuel Credit Refund Receivable Inventories Prepaid Insurance Total Current Assets Fixed Assets Machinery & Equipment Aircraft & Aircraft Equipment Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits Deposits Total OtherAssets

TOTAL ASSETS 

### BALANCE SHEET INCOME TAX BASIS August 31, 2014
UNAUDITED

ASSETS

$

$

$ 127,517.44 430,757.31 8,200.00 111,664.00 382,276.89

14,580.15

116,005.17 616,825.94

49,370.47 54,616.46 90,743.70 (710,588.41)

14,134.64 57,491.63 15,000.00 15,565.00

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,074,995.79

216,973.33

102,191.27 

### $ 1,394,160.39

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS August 31, 2014
UNAUDITED

LIABILITIES AND EQUITY

Current Liabilities Accounts Payable Payroll Tax Liability Sales Tax Payable LOC

- Legacy Texas Bank LOC- BB&T Gift Certificates Outstanding Refundable Insurance Deposits Loan -TreyAviation LLC Loan- Trey Aviation, Inc Loans from Shareholder Current Portion of Long-Term Debt Total Current Liabilities Long-Term Liabilities N/P- Legacy Texas Bank NIP- Legacy Texas Bank- Tools Less: Current Portion of Long-Term Debt Total Long-Term Liabilities
Equity Common stock, $0 par value, 1,000 shares authorized and

1,000 shares issued and outstanding Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY $ 844,652.44 0.15 12,379.11 297,000.00

20,000.00 125.00 14,480.36 19,600.00 14,900.00 110,000.00 161,898.96

$ 706,717.88 45,000.00 (161 ,898.96)

$ 1,000.00 3,894.67 (300, 134.72) (395,454.50)

SEE ACCOUNTANTS' COMPILATION REPORT $ 1,495,036.02

589,818.92

(690,694.55) $ 1,394,160.39

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS For the eight months ended August 31, 2014

Revenues Fee Revenue Interest Income Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Crew Training Costs Fuel Ground Transportation Lease Expense Licenses & Fees MX Department Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies Trip & Crew Expenses Total Cost of Goods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Cash Over Short 

### UNAUDITED

Charter Department Expense Charter Department Expense

- 41 C Computer Expense & Upgrades Consulting Service Contract Labor Credit Card Fees

SEE ACCOUNTANTS' COMPILATION REPORT $ 4,025,849.95 13.38 $ 4,025,863.33

$ 75,570.54 92,892.02 66,410.31 292,162.74 1,019.40 151,851.84 447.50 633,348.81

20,240.14 37,127.53 15,545.49

1,931.17 73.33 $ 1,388,620.82 $ 2,637,242.51

$ 15,097.87 1,445.03 8,118.60

(31.51) 6,190.21 294,538.96

2,898.13 15,737.79 103,739.03 32,546.22

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS For the eight months ended August 31, 2014
UNAUDITED

Delivery & Freight Dues & Subscriptions Employee Benefits Programs Franchise Tax Hangar Services Insurance Interest Expense Legal & Professional Maintenance Service Plans Meals & Entertainment Miscellaneous Expense Office Expense Office Supplies Payroll Taxes Payroll Service Fees Printing & Reproduction Reference Library Rent Expense Repairs & Maintenance Small Shop Tools Taxes Telephone & Communications Training & Education Travel Uniforms Utilities Wages & Salaries
Total Expenses
Revenues Over (Under) Expenses Before Depreciation Depreciation- Income Tax Basis
Revenues Over (Under) Expenses After Depreciation

SEE ACCOUNTANTS' COMPILATION REPORT $ 16,787.87 13,997.23 124,170.09 45,500.00 35,102.28 33,373.28 36,953.78 74,606.19 97,656.50

4,177.77 1,871.81

679.79 21,622.20 121,577.20

7,630.08 3,852.31 19,471.85 215,668.90

50,248.88 18,395.82 577.32 46,371.98 18,346.73 15,054.44

2,219.40 32,744.98 1,439,886.00 $ 2,978,825.01 $ (341 ,582.50) 53,872.00 $**~395,454.50~**

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 6B11:19 AM 10/20/14 Cash Basis 

### Menagerie Aircraft Management, LLC 

## Balance Sheet As ofAugust 31, 2014

ASSETS CurrentAssets Checking/Savings Operating Account Total Checking/Savings Accounts Receivable Accounts Receivable Total Accounts Receivable Total CurrentAssets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities

Accounts Payable Accounts Payable Total Accounts Payable Credit Cards Bank ofAmerica BOA- Dave BOA-Sam BOA- Riley BOA- Shaun BOA-James BOA- Trey BOA- Kevin Highsmith Bank ofAmerica

- Other Total Bank ofAmerica Total Credit Cards OtherCurrent Liabilities Payroll Liabilities Form 941 Payable FUTA Payable SUTA Payable Total Payroll Liabilities Total OtherCurrent Liabilities Total Current Liabilities Total Liabilities Equity Shelia Sawtelle Capital Owner's Capital Retained Earnings Net Income Total Equity TOTAL LIABILITIES & EQUITY Aug 31,14

44,344.33 44,344.33

-830.00 -830.00 43,514.33 43,514.33

-81,730.58 -81,730.58

8,608.19 27,390.37 150,613.82 28,094.50 181,544.70 114,013.62 134,851.50 -630,005.88 15,110.82 15,110.82

422.22

55.15 -10.54 466.83 466.83 -66,152.93 -66,152.93
-94.91 -9,396.09 -10,882.58 130,040.84 109,667.26 43,514.33

Page 111:18AM 10/20/14 Cash Basis 

### Menagerie Aircraft Management, LLC 

## Profit & Loss Januarythrough August 2014

Ordinary Income/Expense Income Limo/Transportation Income Charter Flight Food/Beverage Fees Fuel Fees Hangar I TD Fees Maintenance Fees Management Fee Navigation Chart Fees Pilot Fees Ramp Fees Total Income Cost of Goods Sold Limo/Transportation Charter Cost Food/Beverage Fuel Hangar/TO Maintenance Navigation Charts Pilot Costs Ramp Costs Total COGS Gross Profit Expense

Training Expense Bank Service Charge Legal & Professional Licenses & Fees Meals & Entertainment Payroll Wage Expense Payroll Tax Expense FUTA Expense HI Expense OASDI Expense SUTA Expense Total Payroll Tax Expense Total Expense Net Ordinary Income Net Income Jan- Aug 14

18,230.00 20,922.44 16,727.20 357,529.79

9.450.00 236,286.46

30,518.40 -18.40 138,410.75

6,001.52 834,058.16

11,861.75 29,778.44 14.498.23 310,177.32

7,378.80 201,522.75 102.83 83,839.73

5,387.95 664,547.80 169,510.36

17,200.00 318.07 284.00 486.04 2,632.41 16,900.50 236.89 257.93 1,102.88

50.80

1,648.50 39.469.52 130,040.84 130,040.84

Page 1

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 6C12:38 PM 11/03/14 Cash Basis

ASSETS 

### Trey Aviation LLC 

## Balance Sheet As ofAugust 31, 2014

CurrentAssets Checking/Savings Legacy Bank Total Checking/Savings OtherCurrentAssets Loan

- Monarch Air Total Other CurrentAssets Total CurrentAssets Fixed Assets

Westwind 1
- N41C Accumulated Depreciation Total Fixed Assets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Long Term Liabilities Loan- N41C Total Long Term Liabilities Total Liabilities Equity Ray Sawtelle Equity Retained Earnings Sheila Sawtelle Equity Net Income Total Equity TOTAL LIABILITIES & EQUITY Aug 31, 14

35,346.20 35,346.20
19,600.00 19,600.00 54,946.20
399,565.72 -342,468.00

57,097.72 112,043.92

669,025.53 669,025.53 669,025.53
-873,823.63 294,402.70

-8,826.49 31,265.81 -556,981.61 112,043.92

Page 112:38 PM 11/03/14 Cash Basis 

### Trey Aviation LLC 

## Profit 

## &Loss Januarythrough August 2014
Jan- Aug 14 Ordinary Income/Expense Income Lease Income 105,000.00 Total Income 105,000.00 Expense Legal & Professional 3,751.00 Miscellaneous 70,000.00 Total Expense 73,751.00 Net Ordinary Income 31,249.00 Other Income/Expense Other Income Interest Income 16.81 Total Other Income 16.81 Net Other Income 16.81 Net Income 31,265.81

Page 1

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 6D11:15AM 10/20/14 Cash Basis

ASSETS 

### Trey Aviation Inc. 

## Balance Sheet As ofAugust 31, 2014

CurrentAssets Checking/Savings Colonial Money Market Operating Account Legacy Money Market Total Checking/Savings Other CurrentAssets Loan Receivable

- Monarch Total OtherCurrentAssets Total CurrentAssets Fixed Assets Frasca Sim Aircraft

- N2202X Machinery & Equipment Accumulated Depreciation Total Fixed Assets OtherAssets Organization Costs Amortization Total OtherAssets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Long Term Liabilities N/P

- Frasca Sim Total Long Term Liabilities Total Liabilities Equity

Capital Stock Additional Paid in Capital Retained Earnings Net Income Total Equity TOTAL LIABILITIES & EQUITY Aug 31, 14

8,212.33 14,406.47 50,000.00 72,618.80
14,900.00 14,900.00 87,518.80
80,750.00 0.01 2,597.99 -83,348.50 -0.50

1'150.00 -1 '150.00 0.00 87,518.30

1,203.08 1,203.08 1,203.08
1,000.00 80,078.00 -1,582.56 6,819.78 86,315.22 87,518.30

Page 111:15AM 10/20/14 Cash Basis 

### Trey Aviation Inc. 

## Profit 

## &Loss Januarythrough August 2014

Ordinary Income/Expense Income Lease Income Interest Income Total Income Gross Profit Expense Legal & Professional Total Expense Net Ordinary Income Net Income Jan -Aug 14

9,958.38 0.40 9,958.78 9,958.78
3,139.00 3,139.00 6,819.78 6,819.78

Page 1

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 7

### MENAGERIE ENTERPRISES,

### INC. NOTES TO FINANCIAL STATEMENTS DECEMBER31,2011 UNAUDITED

1. SUMMARY OF SIGNIFICANTACCOUNTINGPOLICIES IncomeTaxBasis ofAccounting 

### The Company's policy is to prepare its financial statements on the income tax basis of accounting.

Nature ofOperations 

### The Company is engaged in aircraft charter services, aircraft repairs and maintenance, flight school instruction, and product sales.

Revenue Recognition 

### Revenue on aircraft charter services is recognized when the service is provided. Revenue on aircraft repairs and maintenance is recognized when service is completed. Revenue on flight school instruction is recognized when service is completed. Revenue on product sales is recognized when shipped or whenthe customertakes possession in the pilot shop.

At December 31, 2011, cash consists ofmonies held in checking accounts, money market accounts and cash on hand.
Inventory 

### Inventories are stated at the lower of cost (determined on the first-in, first-out basis) or market, inventory consists of maintenance/repair, maintenance parts, and retail pilot shop inventory.
Property, Equipment, and Depreciation 

### Property and equipment are stated at cost. Depreciation is provided on the modified accelerated costrecovery system, the same method used for federal incometax purposes.

### MENAGERIEENTERPRISES,INC. NOTES TOFINANCIALSTATEMENTS DECEMBER31,2011 UNAUDITED

1. 

### SUMMARY OF SIGNIFICANTACCOUNTINGPOLICIES- CONTINUED Presentation ofSales Taxes The State ofTexas imposes a sales tax on all ofthe Company's product sales to non-exempt customers. The Company collects that sales tax from customers and remits the entire amount to the State. The Company's accounting policy is to exclude the taxcollected and remitted to the State from revenue and cost ofsales. IncomeTaxes The Company, with the consent ofits shareholders, has elected under the Internal Revenue Code to be an S corporation. In lieu of corporate income taxes, the shareholders of an S corporation are taxed on their proportionate share of the Company's taxable income. Therefore, no provision or liability for federal income taxes has been included in the financial statements. The federal income tax returns ofthe Company for 2011, 2010, and 2009 are subjectto examination by the IRS, generally for threeyears afterthey were filed.

2. CONCENTRATIONS OFCREDITRISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. The Company grants credit primarily to commercial customers located in Texas. Trade accounts receivable are stated at the amount management expects to collect from outstanding balances. Receivables rvcorded in the financial statements represent valid claims against debtors for sales or other charges arising on or before the statement of assets, liabilities, and equity date. The direct write-offmethod is used to deduct bad debt expenses related to the receivables when collection efforts have been exhausted and the receivables are deemed worthless.

3. BANKDEMAND NOTEPAYABLE The Company maintains a revolving line-of-credit from LegacyTexas Bank that provides for borrowings up to $350,000 with interest at the Prime Rate as published in the Wall Street Journal plus 3.25%. The line-of-credit agreement provides for a security interest in all Leasehold Improvements. The Company maintains a secondary revolving line-of-credit from Branch Banking & Trust (BB&T) that provides for borrowings up to $50,000 with interest at the Prime Rate as published in the Wall Street Journal plus 3.25% The shareholder of the company is the borrower on this secondary revolving line-of-credit.

### MENAGERIE ENTERPRISES,INC. NOTES TO FINANCIAL STATEMENTS DECEMBER31,2011 UNAUDITED

4. LONG-TERMDEBT 

### Long-term debt at December 31, 2011 consists ofthefollowing: Note payable to LegacyTexas Bank, due in 60 monthly

installments of $3,789.09 through April 26, 2015, then in 23 monthly installments of$3,769.55 through March 26, 2017, then one installment of $3,769.48 on April 26, 2017. Secured by a 2009 Cessna C172S Aircraft with an FAA Registration Number ofN50858 (Serial Number 10894-2009). Note payableto LegacyTexas Bankdue in 60 monthly installments

of $4,021.68 through May 20, 2016, then in 23 monthly installments of $4,021.67 through April 20, 2018, then one installment of$4,021.59 on May 20, 2018. Secured by a 2011 Cessna C172S Aircraft with an FAA Registration Number of N9161T 

### (Serial Number 11093-2011).
Total Long-Term Debt Less currentmaturities Noncurrentmaturities

5. COMMITMENTS OperatingLeases 

### December 31, 2011

$205,241.25

257,556.68
462,797.93

65,165.16 $397.632.77

The Company currently rents an aircraft hangar and office in Addison, Texas on a month-tomonth basis. Rent expense for the period ended December 31, 2011 was $200,200.00. The Company is responsible to pay all utilities, repairs and maintenance and real estate taxes. The aircraft and office in Addison, Texas is rented from the shareholder oftheCompany. The Company currently has a ground lease from Addison Airport on a month-to-month basis. Rent expense for the period ended December 31, 2011 was $45,751.26.

### MENAGERIEENTERPRISES,INC. NOTES TOFINANCIAL STATEMENTS DECEMBER31,2011 UNAUDITED

5. COMMITMENTS

- CONTINUED AircraftLeases The Company leases small aircraft for its flight trammg operations and for its rental operations. The term ofthese leases for small aircraft are on a week to week basis. The owners are responsible to pay all maintenance, inspection, and daily operations expenses of the aircraft. The Company is responsible for insurance on the aircraft being leased. Costs incurred are offset against revenues generated and the excess ofrevenues over costs is paid to the owners. The Company leases large aircraft for its charter-on-demand "FAA part 135 Air Carrier service" operations. The term ofthese leases for large aircraft are on an annual basis. The owners are responsible for all maintenance, inspection, alterations, or modifications ofthe aircraft. The owners are responsible for all daily operations expenses including but not limited to airport charges (landing fees, overnight parking fees, and other airport fees), fuel, oil, catering, aircraft de-icing, hangaring, and other supplies and services as deemed necessary and reasonable. The Company is responsible for insurance on the aircraft being leased. Owners are paid either on a flight-hour basis or on a percentage-basis as specified in the lease agreement.

6. RELATEDPARTYTRANSACTIONS TreyAviation, LLC. The Company leases a 1983 IAI-1124 Westwind FAA registration N41C from Trey Aviation, LLC, a related party. The shareholder ofthe Company is the sole member ofTrey Aviation, LLC. The Company leases the aircraft for $15,000 I 

### month and the amount paid for the twelve months ending December 31, 2011 was $180,000 TreyAviation, Inc. The Company leases a Frasca Mentor Flight Training Device from Trey Aviation, Inc., a related party. The shareholder ofthe Company is the sole shareholder ofTrey Aviation, Inc. The Company leases the flight training device for $49.00/hour and the amount paid is based on hours used. The amount paid for the twelve months ending December 31, 2011 was $16,248.40.

### MENAGERIEENTERPRISES,INC. NOTESTOFINANCIAL STATEMENTS DECEMBER31,2012 UNAUDITED



### 1. SUMMARY OF SIGNIFICANTACCOUNTINGPOLICIES- CONTINUED Presentation ofSalesTaxes The State ofTexas imposes a sales tax on all ofthe Company's product sales to non-exempt customers. The Company collects that sales tax from customers and remits the entire amount to the State. The Company's accounting policy is to exclude the tax collected and remitted to the State from revenue and cost ofsales. IncomeTaxes The Company, with the consent ofits shareholders, has elected under the Internal Revenue Code to be an S corporation. In lieu of corporate income taxes, the shareholders of an S corporation are taxed on their proportionate share of the Company's taxable income. Therefore, no provision or liability for federal incometaxes has been included in the financial statements. The federal income tax returns ofthe Company for 2012, 2011, and 2010 are subjectto examination by the IRS, generally for three years afterthey were filed.

2. CONCENTRATIONS OFCREDITRISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. The Company grants credit primarily to commercial customers located in Texas. Trade accounts receivable are stated at the amount management expects to collect from outstanding balances. Receivables recorded in the financial statements represent valid claims against debtors for sales or other charges arising on or before the statement of assets, liabilities, and equity date. The direct write-offmethod is used to deduct bad debt expenses related to the receivables when collection efforts have been exhausted and the receivables are deemed worthless.

3. BANKDEMANDNOTEPAYABLE The Company maintains a revolving line-of-credit from LegacyTexas Bank that provides for borrowings up to $350,000 with interest at the Prime Rate as published in the Wall Street Journal plus 3.25%. The line-of-credit agreement provides for a security interest in all Leasehold Improvements. The Company maintains a secondary revolving line-of-credit from Branch Banking & Trust (BB&T) that provides for borrowings up to $50,000 with interest at the Prime Rate as published in the Wall Street Journal plus 3.25% The shareholder of the company is the borrower onthis secondary revolving line-of-credit.

### MENAGERIE ENTERPRISES, 

### INC. NOTES TO FINANCIAL STATEMENTS DECEMBER31,2012 UNAUDITED

4. SHORT-TERMDEBT 

### Note payable to Cessna Finance Corporation, due in one semiannual installment of$10,928.48 on July 18, 2012, succeeded by 1 

### final balloon payment due January 17, 2013. The interest rate on this short-term note is LIBOR plus 7.185% and is secured by a 2012 Cessna C172S Aircraft with an FAA Registration Number of N106NK (Serial Number 11156-2012).

5. LONG-TERMDEBT 

### Long-term debt at December 31,2012consists ofthe following: Note payable to LegacyTexas Bank, due in 60 monthly

installments of $3,789.09 through April 26, 2015, then in 23 monthly installments of$3,769.55 through March 26, 2017, then one installment of $3,769.48 on April 26, 2017. Secured by a 2009 Cessna C172S Aircraft with an FAA Registration Number ofN50858 (SerialNumber 10894-2009). Note payableto LegacyTexas Bank due in 60 monthly installments

of $4,021.68 through May 20, 2016, then in 23 monthly installments of $4,021.67 through April 20, 2018, then one installment of$4,021.59 on May 20, 2018. Secured by a 2011 Cessna C172S Aircraft with an FAA Registration Number of N9161T (Serial Number 11093-2011). Notepayableto LegacyTexas Bankdue in 60 monthly installments

of $3,939.16 through January 25, 2017, then in 23 monthly installments of$3,933.54 through December 25, 2018, then one installment of $3,933.54 on January 25, 2019. Secured by a 2012 Cessna C172S Aircraft with an FAA Registration Number ofN106NK (SerialNumber 11156-2012).

Total Long-Term Debt Less current maturities Noncurrentmaturities December 31,2012

$282,800.00

December 31,2012

$171,855.91

223,451.12

245,948.48
641,255.51 103,560.48 $537.695.03

### 6. COMMITMENTS Operating Leases MENAGERIE ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER31,2012 UNAUDITED

The Company currently rents an aircraft hangar and office in Addison, Texas on a month-tomonth basis. Rent expense for the period ended December 31, 2012 was $200,200.00. The Company is responsible to pay all utilities, repairs and maintenance and real estate taxes. The aircraft and office in Addison, Texas is rented from the shareholder oftheCompany. The Company currently has a ground lease from Addison Airport on a month-to-month basis. Rent expense for the period ended December 31, 2012 was $46,256.88.

Aircraft Leases The Company leases small aircraft for its flight trammg operations and for its rental operations. The term ofthese leases for small aircraft are on a week to week basis. The owners are responsible to pay all maintenance, inspection, and daily operations expenses of the aircraft. The Company is responsible for insurance on the aircraft being leased. Costs incurred are offset against revenues generated and the excess ofrevenues over costs is paid to the owners. The Company leases large aircraft for its charter-on-demand "FAA part 135 Air Carrier service" operations. The term ofthese leases for large aircraft are on an annual basis. The owners are responsible for all maintenance, inspection, alterations, or modifications ofthe aircraft. The owners are responsible for all daily operations expenses including but not limited to airport charges (landing fees, overnight parking fees, and other airport fees), fuel, oil, catering, aircraft de-icing, hangaring, and other supplies and services as deemed necessary and reasonable. The Company is responsible for insurance on the aircraft being leased. Owners are paid either on a flight-hour basis or on a percentage-basis as specified in the lease agreement.

7. RELATED PARTY TRANSACTIONS TreyAviation, LLC. The Company leases a 1983 IAI-1124 Westwind FAA registration N41C from Trey Aviation, LLC, a related party. The shareholder ofthe Company is the sole member ofTrey Aviation, LLC. The Company leases the aircraft for $15,000 

### I month and the amount paid for the twelve months ending December 31,2012was $180,000

### MENAGERIE ENTERPRISES,

### INC. NOTES TO FINANCIAL STATEMENTS DECEMBER31, 2012 UNAUDITED

7. RELATED PARTY TRANSACTIONS- CONTINUED TreyAviation, Inc. 

### The Company leases a Frasca Mentor Flight Training Device from Trey Aviation, Inc., a related party. The shareholder ofthe Company is the sole shareholder ofTrey Aviation, Inc. The Company leases the flight training device for $49.00/hour and the amount paid is based on hours used. The amount paid for the twelve months ending December 31, 2012 was $24,901.80.

8. RESTATED FINANCIALS 

### The financial statementshave been restated for changes relatedto the filing ofthetaxreturn on September4, 2013, after we had issuedthe compiled financial statements on March 15, 2013. As a result ofthischange, Accounts Receivable increased by $53,076.51, Shareholder Receivable decreasedby $185,441.26 and distributions increased by $185,441.26. Onthe Income Statement, as aresult ofthischange, Fee Revenue increased by $53,076.51, resulting in an overall Revenues Over (Under) Expenses After Depreciation increase of$53,076.51. This change has beenreflected on the reissued financial statements.

### MENAGERIEENTERPRISES,INC. NOTES TO FINANCIAL STATEMENTS DECEMBER31,2013 UNAUDITED



### 1. SUMMARY OF SIGNIFICANTACCOUNTINGPOLICIES IncomeTaxBasis ofAccounting 

### The Company's policy is to prepare its financial statements on the income tax basis of accounting.

Nature ofOperations 

### The Company is engaged in aircraft charter services, aircraft repairs and maintenance, flight school instruction, and product sales.

RevenueRecognition 

### Revenue on aircraft charter services is recognized when the service is provided. Revenue on aircraft repairs and maintenance is recognized when service is completed. Revenue on flight school instruction is recognized when service is completed. Revenue on product sales is recognized when shipped orwhenthe customertakes possession in the pilot shop.

At December 31, 2013, cash consists ofmonies held in checking accounts, money market accounts and cash on hand.
Inventory 

### Inventories are stated at the lower of cost (determined on the first-in, first-out basis) or market, inventory consists of maintenance/repair, maintenance parts, and retail pilot shop inventory.
Property, Equipment, and Depreciation 

### Property and equipment are stated at cost. Depreciation is provided on the modified accelerated costrecovery system, the same method used for federal incometaxpurposes.

### MENAGERIE ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER31,2013 UNAUDITED
1. 

### SUMMARY OF SIGNIFICANTACCOUNTINGPOLICIES- CONTINUED Presentation ofSales Taxes 

### The State ofTexas imposes a sales tax on all ofthe Company's product sales to non-exempt customers. The Company collects that sales tax from customers and remits the entire amount to the State. The Company's accounting policy is to exclude the tax collected and remitted to the State from revenue and cost ofsales. Income Taxes 

### The Company, with the consent ofits shareholders, has elected under the Internal Revenue Code to be an S corporation. In lieu of corporate income taxes, the shareholders of an S corporation are taxed on their proportionate share of the Company's taxable income. Therefore, no provision or liability for federal income taxes has been included in the financial statements. The federal income tax returns ofthe Company for 2013, 2012, and 2011 are subjectto examination by the IRS, generally for threeyears afterthey were filed.

2. CONCENTRATIONS OF CREDITRISK 

### Financial instruments that potentially subject the Company to concentrations of credit risk consist principally oftrade accounts receivable. The Company grants credit primarily to commercial customers located in Texas. Trade accounts receivable are stated at the amount management expects to collect from outstanding balances. Receivables recorded in the financial statements represent valid claims against debtors for sales or other charges arising on or before the statement of assets, liabilities, and equity date. The direct write-offmethod is used to deduct bad debt expenses related to the receivables when collection efforts have been exhausted and the receivables are deemed worthless.

3. BANKDEMANDNOTEPAYABLE 

### The Company maintains a revolving line-of-credit from LegacyTexas Bank that provides for borrowings up to $350,000 with interest at the Prime Rate as published in the Wall Street Journal plus 3.25%. The line-of-credit agreement provides for a security interest in all Leasehold Improvements. The Company maintains a secondary revolving line-of-credit from Branch Banking & Trust (BB&T) that provides for borrowings up to $50,000 with interest at the Prime Rate as published in the Wall Street Journal plus 3.25% The shareholder ofthe company is the borrower on this secondary revolving line-of-credit.

### MENAGERIE ENTERPRISES,INC. NOTES TO FINANCIAL STATEMENTS DECEMBER31,2013 UNAUDITED
4. LONG-TERMDEBT 

### Long-term debt atDecember 31, 2013 consists ofthe following: Note payable to LegacyTexas Bank, due in 60 monthly

installments of $3,789.09 through April 26, 2015, then in 23 monthly installments of$3,769.55 through March 26, 2017, then one installment of$3,769.48 on April26, 2017. Secured by a 2009 Cessna C172S Aircraft with a:n FAA Registration Number ofN50858 (Serial Number 10894-2009). Note payableto LegacyTexas Bankdue in 60 monthly installments

of $4,021.68 through May 20, 2016, then in 23 monthly installments of $4,021.67 through April 20, 2018, then one installment of$4,021.59 on May 20, 2018. Secured by a 2011 Cessna C172S Aircraft with an FAA Registration Number of N9161T (Serial Number 11093-2011). Note payableto LegacyTexas Bankdue in 60 monthly installments

of $3,939.16 through January 25, 2017, then in 23 monthly installments of$3,933.54 through December 25, 2018, then one installment of $3,933.54 on January 25, 2019. Secured by a 2012 Cessna C172S Aircraft with an FAA Registration Number ofN106NK (SerialNumber 11156-2012). Note payableto LegacyTexas Bank due in 60 monthly installments

of $3,999.45 through August 19, 2013, then in 23 monthly installments of $3,998.20 through July 19, 2020, then one installment of$3,998.16 on August 19, 2020. Secured by a 2012 Cessna C172S Aircraft with an FAA Registration Number of N190ME (Serial Number 11190-2012)

Total Long-Term Debt Less currentmaturities Noncurrent maturities December 31, 2013

$136,256.27

187,262.76

210,656.86

270,619.10
804,794.99 143,810.76 $660.984.23

### 5. COMMITMENTS OperatingLeases MENAGERIEENTERPRISES,INC. NOTESTOFINANCIAL STATEMENTS DECEMBER31, 2013 UNAUDITED

The Company currently rents an aircraft hangar and office in Addison, Texas on a month-tomonth basis. Rent expense for the period ended December 31, 2013 was $252,200.00. The Company is responsible to pay all utilities, repairs and maintenance and real estate taxes. The aircraft and office in Addison, Texas is rented from the shareholder oftheCompany. The Company currently has a ground lease from Addison Airport on a month-to-month basis. Rent expense for the period ended December 31, 2013 was $47,397.54.

AircraftLeases The Company leases small aircraft for its flight training operations and for its rental operations. The term ofthese leases for small aircraft are on a week to week basis. The owners are responsible to pay all maintenance, inspection, and daily operations expenses of the aircraft. The Company is responsible for insurance on the aircraft being leased. Costs incurred are offset against revenues generated and the excess ofrevenues over costs is paid to the owners. The Company leases large aircraft for its charter-on-demand "FAA part 135 Air Carrier service" operations. The term ofthese leases for large aircraft are on an annual basis. The owners are responsible for all maintenance, inspection, alterations, or modifications ofthe aircraft. The owners are responsible for all daily operations expenses including but not limited to airport charges (landing fees, overnight parking fees, and other airport fees), fuel, oil, catering, aircraft de-icing, hangaring, and other supplies and services as deemed necessary and reasonable. The Company is responsible for insurance on the aircraft being leased. Owners are paid either on a flight-hour basis or on a percentage-basis as specified in the lease agreement.

6. RELATEDPARTYTRANSACTIONS TreyAviation, LLC. The Company leases a 1983 IAI-1124 Westwind FAA registration N41C from Trey Aviation, LLC, a related party. The shareholder ofthe Company is the sole member ofTrey Aviation, LLC. The Company leases the aircraft for $15,000 I 

### month and the amount paid for the twelve months ending December 31, 2013 was $180,000
TreyAviation,Inc. The Company leases a Frasca Mentor Flight Training Device from Trey Aviation, Inc., a related party. The shareholder ofthe Company is the sole shareholder ofTrey Aviation, Inc. The Company leases the flight training device for $49.00/hour and the amount paid is based on hours used. The amount paid for the twelve months ending December 31, 2013 was $25,122.30.

### MENAGERIE ENTERPRISES, 

### INC. NOTES TO FINANCIAL STATEMENTS DECEMBER31, 2013 UNAUDITED

7. CLAIMS AND LAWSUITS The Company was named as a Third-Party Defendant in a lawsuitthat was filed in July 2013. This lawsuitwas settled in October 2014 releasing the Company from any claim related to this lawsuit. The Company has not provided an accrual for this lawsuit as the amount being soughtwas not specified and unknown.



### 8. RESTATEDFINANCIALS The financial statements have been restated for two changes related to the filing ofthe tax return on September 15, 2014, after the compiled financial statements had been issued on March 13, 2014. As a result ofthis change, Accounts Receivable increased by $44,690.99 and Loan- Trey Aviation LLC decreased by $30,000.00. On the Income Statement, as a result ofthis change, Fee Revenue increased by $44,690.99 and Wages & Salaries decreased by $30,000.00, resulting in an overall Revenues Over (Under) Expenses After Depreciation increase of$74,690.99. This change has been reflected onthereissued financial statements.

### MENAGERIE ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS AUGUST31, 2014 UNAUDITED



### 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Income TaxBasis ofAccounting 

### The Company's policy is to prepare its financial statements on the income tax basis of accounting.

Nature ofOperations 

### The Company is engaged in aircraft charter services, aircraft repairs and maintenance, flight school instruction, and product sales.

Revenue Recognition 

### Revenue on aircraft charter services is recognized when the service is provided. Revenue on aircraft repairs and maintenance is recognized when service is completed. Revenue on flight school instruction is recognized when service is completed. Revenue on product sales is recognized when shipped or when the customertakes possession in the pilot shop.

At August 31, 2014, cash consists of monies held in checking accounts, money market accounts and cash on hand. One ofthe money market accounts is restricted to disbursements related to a clientaircraft. The amount in this money market account as ofAugust 31, 2014 is $55,912.89
Inventory 

### Inventories are stated at the lower of cost (determined on the first-in, first-out basis) or market, inventory consists of maintenance/repair, maintenance parts, and retail pilot shop inventory.
Property, Equipment, and Depreciation 

### Property and equipment are stated at cost. Depreciation is provided on the modified accelerated cost recovery system, the same method used for federal incometax purposes.

### MENAGERIE ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS AUGUST31, 2014 UNAUDITED

1. 

### SUMMARY OF SIGNIFICANTACCOUNTING POLICIES -CONTINUED Presentation ofSales Taxes 

### The State ofTexas imposes a sales tax on all ofthe Company's product sales to non-exempt customers. The Company collects that sales tax from customers and remits the entire amount to the State. The Company's accounting policy is to exclude the tax collected and remitted to the State from revenue and cost ofsales. Income Taxes 

### The Company, with the consent ofits shareholders, has elected under the Internal Revenue Code to be an S corporation. In lieu of corporate income taxes, the shareholders of an S corporation are taxed on their proportionate share of the Company's taxable income. Therefore, no provision or liability for federal income taxes has been included in the financial statements. The federal income tax returns ofthe Company for 2013, 2012, and 2011 are subject to examination by the IRS, generally for threeyears afterthey were filed.

2. CONCENTRATIONS OF CREDITRISK 

### Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. The Company grants credit primarily to commercial customers located in Texas. Trade accounts receivable are stated at the amount management expects to collect from outstanding balances. Receivables recorded in the financial statements represent valid claims against debtors for sales or other charges arising on or before the statement of assets, liabilities, and equity date. The direct write-offmethod is used to deduct bad debt expenses related to the receivables when collection efforts have been exhausted and the receivables are deemed worthless.

3. BANKDEMANDNOTE PAYABLE 

### The Company maintains a revolving line-of-credit from LegacyTexas Bankthat provides for borrowings up to $350,000 with interest at the Prime Rate as published in the Wall Street Journal plus 3.25%. The line-of-credit agreement provides for a security interest in all Leasehold Improvements. The Company maintains a secondary revolving line-of-credit from Branch Banking & Trust (BB&T) that provides for borrowings up to $50,000 with interest at the Prime Rate as published in the Wall Street Journal plus 3.25% The shareholder of the company is the borroweron this secondary revolving line-of-credit.

### MENAGERIE ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2014 UNAUDITED
4. LONG-TERM DEBT Long-term debt at August 31,2014consists ofthe following: Note payable to LegacyTexas Bank, due in 60 monthly

installments of $3,468.37 through September 23, 2014, then in 23 monthly installments of$3,459.47 through August 23, 2016, then one installment of $3,459.44 on September 23, 2016. Secured by a 2009 Cessna C172S Aircraft with an FAA Registration Number ofN50858 (Serial Number 1 0894-2009). Note payable to LegacyTexas Bank due in 60 monthly installments

of $4,021.68 through May 20, 2016, then in 23 monthly installments of $4,021.67 through April 20, 2018, then one installment of$4,021.59 on May 20, 2018. Secured by a 2011 Cessna C172S Aircraft with an FAA Registration Number of N9161T (Serial Number 11093-2011). Note payable to LegacyTexas Bank due in 60 monthly installments

of $3,939.16 through January 25, 2017, then in 23 monthly installments of$3,933.54 through December 25, 2018, then one installment of $3,933.54 on January 25, 2019. Secured by a 2012 Cessna C172S Aircraft with an FAA Registration Number ofN106NK (Serial Number 11156-2012). Note payable to LegacyTexas Bank due in 60 monthly installments

of $3,999.45 through August 19, 2013, then in 23 monthly installments of $3,998.20 through July 19, 2020, then one installment of$3,998.16 on August 19, 2020. Secured by a 2012 Cessna C172S Aircraft with an FAA Registration Number of N190ME (Serial Number 11190-2012) Note payable to LegacyTexas Bankdue in 48 monthly installments

of $1,037.84 through August 13, 2018 with interest at 5.000% per annum based on a year of 360 days. Secured by all equipment purchased using the proceeds of this note. The shareholder has personally guaranteedthis note. Total Long-Term Debt Less current maturities Noncurrentmaturities August 31, 2014

$111,235.97

161,930.98

186,079.33

247,471.60

45,000.00 751,717.88 161,898.96 $589.818.92

### 5. COMMITMENTS OperatingLeases MENAGERIE ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2014 UNAUDITED



### The Company currently rents an aircraft hangar and office in Addison, Texas on a month-tomonth basis. Rent expense for the period ended August 31, 2014 was $168,133.36. The Company is responsible to pay all utilities, repairs and maintenance and real estate taxes. The aircraft and office in Addison, Texas is rented from the shareholder ofthe Company. The Company currently has a ground lease from Addison Airport on a month-to-month basis. Rent expense for the period ended August 31, 2014 was $31,851.84.

AircraftLeases 

### The Company leases small aircraft for its flight trammg operations and for its rental operations. The term ofthese leases for small aircraft are on a week to week basis. The owners are responsible to pay all maintenance, inspection, and daily operations expenses of the aircraft. The Company is responsible for insurance on the aircraft being leased. Costs incurred are offset against revenues generated and the excess ofrevenues over costs is paid to the owners. The Company leases large aircraft for its charter-on-demand "FAA part 135 Air Carrier service" operations. The term ofthese leases for large aircraft are on an annual basis. The owners are responsible for all maintenance, inspection, alterations, or modifications of the aircraft. The owners are responsible for all daily operations expenses including but not limited to airport charges (landing fees, overnight parking fees, and other airport fees), fuel, oil, catering, aircraft de-icing, hangaring, and other supplies and services as deemed necessary and reasonable. The Company is responsible for insurance on the aircraft being leased. Owners are paid either on a flight-hour basis or on a percentage-basis as specified in the lease agreement.

6. RELATED PARTYTRANSACTIONS TreyAviation, LLC. 

### The Company leases a 1983 IAI-1124 Westwind FAA registration N41C from Trey Aviation, LLC, a related party. The shareholder ofthe Company is the sole member ofTrey Aviation, LLC. The Company leases the aircraft for $15,000 I 

### month and the amount paid for the eight months ending August 31, 2014 was $120,000
TreyAviation, Inc. 

### The Company leases a Frasca Mentor Flight Training Device from Trey Aviation, Inc., a related party. The shareholder ofthe Company is the sole shareholder ofTrey Aviation, Inc. The Company leases the flight training device for $49.00/hour and the amount paid is based on hours used. The amount paid for the eight months ending August 31, 2014 was $12,308.80.

## APPLICATION OF MENAGERIEENTERPRISES, INC. 

## DIBI A MONARCHAIR

Exhibit 8A (Confidential TreatmentRequested)

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 8B (Confidential TreatmentRequested)

## APPLICATION OF MENAGERIE ENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 8C (Confidential TreatmentRequested)

## APPLICATION OF MENAGERIE ENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 8D (Confidential TreatmentRequested)

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR



## Exhibit 8E (Confidential TreatmentRequested)

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 8F (Confidential TreatmentRequested)

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 8G (Confidential TreatmentRequested)

## APPLICATION OF MENAGERIE ENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 8H (Confidential TreatmentRequested)

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 9 (Confidential TreatmentRequested)

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 10

### AFFIDAVIT OF SAFETY COMPLIANCE

STATE OF TEXAS COUNTY OF 

# pq_1/tzS

Raymond F. Sawtelle, III being duly sworn, deposes and says:

1. Thathe is duly elected, qualified, and serving as president ofMenagerieEnterprises, Inc. d/b/aMonarchAirandthathe is authorizedto and does makethis affidavit for it.

2. That all aircraft ownedand leasedby MenagerieEnterprises, Inc. d/b/aMonarchAirhave been certifiedby the Federal AviationAdministration and currently comply with all applicable Federal Aviation Administration safety standards underPart 135 as well as thenoise standards of
Part 36 oftheFederalAviationRegulations.

Subscribed and swornto beforemethis 

# 4 day ofNovember, 2014

**~-''"'''•;,,,.** 

### SARAHCOX



## ~

**fl;~};~** MYCOMMISSION EXPIRES

**\~)if**...

**~~** 

### May8,2017

''l"l,?f.,,,



# ol~~ Signature ofNotary Pubr

(SEAL)

## APPLICATION OF MENAGERIEENTERPRISES, INC. DIBI 

## A MONARCHAIR

Exhibit 11

# MONARCH AIR Where You & Your Business Take Flight!



### Organizational Chart



# ~-------- ......-------1



# :·······•·;····~ **K~~~~k~t~~R~'::;i~'>**

**~~~~,-------~**



### 38

## APPLICATION OF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 12r'UIIII MJ.IJ.IIUVt:U OMB No 2120-0593 01/31/2008 

# 0 PREAPPLICATION STATEMENT OF INTENT
US Department ofTransportation Federal Aviation Administration Paperwork Reduction Act Statement: Title 49 U.S.C., Section 44702 empowers the Secretary of TransportatJon to 1ssue a1r carrier operat1ng certificates and to establish m1nimum safety standards for the operation of the air carrier to whom such certificates are issued. The completed Preapplication Statement of Intent (PASI) denotes an intent by the applicant to continue the certrfication process The local FAA Flight Standards District Office (FSOO) uses the PASJ to evaluate the complexity of the proposed operation. The FAAwill use the information 11 collects and rev1ews to ensure compliance and adherence to regulations and, if necessary, take enforcement action on violators of the regulations. The FAA estimates the average burden for thJs certificate application process. to include processing of lh1s form, is 96 hours Respondents have been given no assurance of confidentiality. An agency may not conduct or sponsor, and a person is not required to respon to a collection of information unless tt displays a currentlyvalid OMB control number. The OMB control number associated with this collectton is 212(}.0593. Comments concerning the accuracy ofth1s burden and suggestions for reductng the burden should be diraC1adtothe FAAat: 800JndeoandancaAva SW Wash1noton

**0!;~20591** Attn: Information Collection Clearance Officer

**ABA-20~** Section 1A. To Be Completed By All Applicants 1. Name and mailing address of company 2. Address of principal basewhere operationswill be conducted Menagerie Enterprises, Inc. D/B/A Monarch Air (do not usepostoffice box) 4580 Claire Chennault St. Addison Airport (KADS) Addison, TX 75001 4580 Claire Chennault St. Addison, TX 75001

3. Proposed Start-update 

## 14. Requested three-letter company Identifier In order of preference 01/01/2015

**1.w~**

**~**

**~** 5. Management Personnel Name (Last, first. middle) Title Telephone (including area code) Sawtelle, Raymond F President 972-931-03445 Menagerie Enterprises, Inc. D/B/A Monarch Air

Section 1B. To Be Completed By Air Operators 6. Proposed type of operation (check as many as applicable)

**~** Air Carrier Certrficate 0 Part121

**~** Passengers and Cargo 0 Single Pilot Operator D Operating Certificate · 0 Part 125 

### 0 Cargo Only D Single Pilot-in-Command Operator 

### llJ Part 135 

### Iii Scheduled Operations 

### 0 Basic Part 135 Operator 

### llJ Nonscheduled Operations Section 1C. To Be Completed By AirAgencies 7. Proposed type of agency and ratlng(s)



### 0 Part 145 Repair Station 0 Part 147 Maintenance Technical School D Domestic 0Airframe 0 Foreign 0New 0 Renew 0 Powerplant Dsatellite 0 Both 0Airframe 0 Instrument D Powerplant DAccessory D Part 149 Parachute Loft 0 Propeller D Specialized Service D Radio
Section 10. To Be CompletedByAir Operators 8. Aircraft Data 9. Geographic area of Intended operations Numbers and types of aircraft Number of passenger seats or Within the states ofTexas, Louisiana and Oklahome (by make, model, and series) cargo payload capacity 2 Beech King Air 200 7 1 Beech King Air 300 7 1 Learjet 31 7 1 Westwind 1124 8 1 westwind 1124A 8 1 Cessna 525 6 3 Beech King Air 350 (will only be acquired if 9 commuter authority is granted)

FAA Form 8400·6 (6-95) Supersedes Prev1ous Ed1llon NSN0052-00-B89-4002Section 1E. To Be CompletedByAllApplicants 10. Additional Information that provides a better understanding of the proposed operation or business (attach additionalsheets, ifnecessary) Monarch Air currently holds a part 119 certificate authorizing it to conduct on-demand operations under part 135, which it will continue to conduct. In addition, Monarch Air intends to seek commuter authority from DOT to engage in scheduled passenger operations as a commuter air carrier and proposes to provide scheduled service exclusively to members ofa newly established membership club, Rise. Rise will act as a ticket agent on behalf of its members and will pay Monarch Air a fixed monthly sum. per aircraft, to cover all operating costs. The contract ofcarriage will be between each Rise member and Monarch Air and will be provided as part ofthe original membership agreement with Rise. Based upon Rise member demand, Monarch Airwill operate flights initially between Dallas, Texas and Houston, Texas and between Dallas, Texas and Austin, Texas. The number ofscheduled operations will be dictated by member demand, although at least two daily roundtrip flights between Dallas and Houston M-F (one daily roundtrip flight S-S), and two daily roundtrip flights between Dallas and Austin M-F (one daily roundtrip flight S-S) are contemplated. More likely, there will initially be two daily roundtrips between Dallas and Houston, which will expand overtime to four daily roundtrips (two on S-S). Monarch Air's planned business model anticipates that one airplane will be available for daily, round-trip service between Dallas and Houston immediately upon commencing operations. Three months later, a second aircraftwill commence a second set ofdaily, roundtrip flights between the two cities. Six months after commencing operations, a third aircraft will be used for daily, roundtrip operations between Dallas and Austin. Based on member demand, Monarch Air may expand operations to include the San Antonio and Midland markets in Texas and the Oklahoma City and Tulsa markets in Oklahoma, although Monarch Air anticipates such operations would not commence in year one. Monarch Air intends to purchase three King Air 350 aircraft to support the commuter operations. Each aircraft will seat nine passengers. Monarch Air will use its existing aircraft, as needed, in the event one or more ofthe King Air are unavailable because of maintenance. The majority of maintenance tasks will be performed by Monarch Air staff. Approximately ten percent ofmaintenance associated with the Rise operations will be performed under a fixed contract because the aircraft will not be located at Monarch Air's base when the maintenance is required. One hundred percent ofcrewmember training will be performed under a fixed contract with a part 142 training facility. 11. The statements and Information contained on this form denote an intent to apply for FAA certification.



# so~ Date Name and Title



### \l-0~- 

### \'-\ Raymond F. Sawtelle, President
Section2. To Be CompletedByFAA District Office Received by {district office): Date forwarded to Region: Date: For: 

### 0 Action 

### 0 Information only Remarks

Section 3. To Be CompletedByRegional Office Received by: Precertiflcatlon Number; Date: Date coordinated with AVN-120: District office assigned responsibility: Date forwarded to district office: Remarks

FAA Form 8400-6 {6-95) Supersedes Prev•ous Ed11ion NSN: 0052-00-889-4002

## APPLICATION OF MENAGERIEENTERPRISES, INC. DIBI 

## A MONARCHAIR

Exhibit 13 (Confidential TreatmentRequested)

## APPLICATION OF MENAGERIEENTERPRISES, INC. 

## DIB/ A MONARCHAIR

Exhibit 14 (Confidential TreatmentRequested)

## APPLICATIONOF MENAGERIEENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 15

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

Current Assets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total Current Assets Fixed Assets Machinery & Equipment Aircraft & Aircraft Equipment Rise Aircraft 1 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable N/P- Legacy Texas Bank LOC- Legacy Texas Bank 

### January 31, 2015
UNAUDITED

ASSETS

LIABILITIES AND EQUITY

LOC- Legacy Texas Bank (Rise) 

### $ 125,124.89 551 '182.28 8,200.00 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 48,845.47 54,616.46 90,743.70 (740,246.67)



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00

$ 874,696.83 643,644.64

85,336.00

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1'113,572.01

2,640,924.10

103,340.27 $ 3,857,836.38Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities NIP Rise Aircraft 1 Loan -Trey Aviation, Inc Loan -TreyAviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 50,000.00 0.06 25,000.00 18,142.56



### $ 2,483,900.29 

### $ 14,900.00 49,600.00 16,923.36

$ 1,000.00 3,894.67 (544, 113.87)

134,911.84

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,696,820.09

2,565,323.65

(404,307.36) $ 3,857,836.38

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

Current Assets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total CurrentAssets Fixed Assets Machinery 

### & Equipment Aircraft & Aircraft Equipment Rise Aircraft 1 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets Other Assets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS 

### February 28, 2015
UNAUDITED

ASSETS

LIABILITIES AND EQUITY

Current Liabilities Accounts Payable N/P- Legacy Texas Bank LOC- Legacy Texas Bank LOC- Legacy Texas Bank (Rise) Loans from Shareholder 

### $ 69,688.09 551,182.28 8,200.00 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 48,845.47 54,616.46 90,743.70**~759,288.34~**



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00

$ 874,696.83 630,889.15

85,336.00 50,000.00

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,058,135.21

2,621,882.43

103,340.27 

### $ 3,783,357.91Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities N/P Rise Aircraft 1 Loan -Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 0.06 25,000.00 18,142.56



### $ 2,467,733.49 

### $ 14,900.00 49,600.00 16,923.36



### $ 1,000.00 3,894.67 (544,113.87)

89,355.66

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,684,064.60

2,549,156.85

(449,863.54) $ 3,783,357.91

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

Current Assets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total Current Assets Fixed Assets Machinery & Equipment Aircraft & Aircraft Equipment Rise Aircraft 1 Rise Aircraft 1 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable N/P- Legacy Texas Bank LOC

- Legacy Texas Bank 

### March 31, 2015 UNAUDITED

ASSETS

LIABILITIES AND EQUITY

LOC- Legacy Texas Bank (Rise) 

### $ 58,307.47 551 '182.28 8,200.00 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 (778,330.01)



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00

$ 874,696.83 617,788.80

85,336.00

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,046,754.59

5,1 02,840.76

103,340.27 

### $ 6,252,935.62Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities NIP Rise Aircraft 1 N/P Rise Aircraft 2 Loan -Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 50,000.00 0.06 25,000.00 18,142.56



### $ 2,451,499.33 $ 2,500,000.00 

### $ 14,900.00 49,600.00 16,923.36

$ 1,000.00 3,894.67 (544,113.87)

88,267.88

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,670,964.25

5,032,922.69

(450,951.32) $ 6,252,935.62

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

CurrentAssets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total CurrentAssets Fixed Assets Machinery 

### &Equipment Aircraft & Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable N/P- Legacy Texas Bank LOC- Legacy Texas Bank 

### April 30, 2015
UNAUDITED

ASSETS

LIABILITIES AND EQUITY $ 69,646.57 551,182.28 8,200.00 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 (817,205.01}



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00

$ 874,696.83 604,909.61

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,058,093.69

5,063,965.76

103,340.27 

### $ 6,225,399.72LOC- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities Gift Certificates Outstanding N/P Rise Aircraft 1 N/P Rise Aircraft 2 Loan -Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 

### $ 50,000.00 0.06 25,000.00 18,142.56



### $ 2,435,197.53 

### $ 2,483,900.29 

### $ 14,900.00 49,600.00 16,923.36

$ 1,000.00 3,894.67 (544, 113.87)

191,348.68

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,572,749.06

5,000,521.18

(347,870.52) $ 6,225,399.72

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

CurrentAssets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total CurrentAssets Fixed Assets Machinery & Equipment Aircraft & Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable NIP- Legacy Texas Bank LOC- Legacy Texas Bank 

### May 31, 2015
UNAUDITED

ASSETS

$ 71,640.87 551,182.28 8,200.00 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 (856,080.01)



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00



### LIABILITIES AND EQUITY

$ 874,696.83 591,878.19

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,060,087.99

5,025,090.76

103,340.27 

### $ 6,188,519.02LOC

- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities N/P Rise Aircraft 1 N/P Rise Aircraft 2 Loan -Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 50,000.00 0.06 25,000.00 18,142.56



### $ 2,418,827.81 

### $ 2,467,733.49 

### $ 14,900.00 49,600.00 16,923.36

$ 1,000.00 3,894.67 (544, 113.87) 200,035.92

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,559,717.64

4,967,984.66

(339, 183.28) 

### $ 6,188,519.02

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

CurrentAssets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total CurrentAssets Fixed Assets Machinery & Equipment Aircraft & Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Rise Aircraft 2 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable N/P- Legacy Texas Bank 

### June 30, 2015
UNAUDITED

ASSETS

LIABILITIES AND EQUITY $ 64,947.93 551,182.28 8,200.00 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 (894,955.01)



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00



### $ 874,696.83 578,875.02

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,053,395.05

7,486,215.76

103,340.27 

### $ 8,642,951.08LOC

- Legacy Texas Bank LOC- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities NIP Rise Aircraft 1 N/P Rise Aircraft 2 N/P Rise Aircraft 3 Loan- Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 50,000.00 0.06 25,000.00 18,142.56



### $ 2,402,389.88 

### $ 2,451,499.33 

### $ 2,500,000.00 $ 14,900.00 49,600.00 16,923.36



### $ 1,000.00 3,894.67 (544, 113.87) 200,143.24

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,546,714.47

7,435,312.57

(339,075.96) $ 8,642,951.08

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

CurrentAssets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total CurrentAssets Fixed Assets Machinery & Equipment Aircraft &Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Rise Aircraft 2 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTALASSETS

Current Liabilities Accounts Payable N/P- Legacy Texas Bank 

### July 31, 2015
UNAUDITED

ASSETS

$ 71,512.99 551,182.28 8,200.00 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 {963,580.01)



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00



### LIABILITIES AND EQUITY

$ 874,696.83 565,723.04

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,059,960.11

7,417,590.76

103,340.27 

### $ 8,580,891.14LOC- Legacy Texas Bank LOC- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities N/P Rise Aircraft 1 N/P Rise Aircraft 2 NIP Rise Aircraft 3 Loan- Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 50,000.00 0.06 25,000.00 18,142.56



### $ 2,385,883.46 $ 2,435,197.53 

### $ 2,483,900.26 

### $ 14,900.00 49,600.00 16,923.36



### $ 1,000.00 3,894.67 (544, 113.87) 200,143.24

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,533,562.49

7,386,404.61

(339,075.96) $ 8,580,891.14

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

Current Assets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total Current Assets Fixed Assets Machinery 

### &Equipment Aircraft 

### &Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Rise Aircraft 2 Furniture 

### & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable N/P- Legacy Texas Bank 

### August 31, 2015
UNAUDITED

ASSETS

$ 101,512.99 551 '182.28 8,200.00 423,787.76

. 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 {1 ,032,205.01**~**



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00



### LIABILITIES AND EQUITY

$ 816,678.06 552,594.70

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,089,960.11

7,348,965.76

103,340.27 

### $ 8,542,266.14LOC

- Legacy Texas Bank LOC- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities NIP Rise Aircraft 1 N/P Rise Aircraft 2 N/P Rise Aircraft 3 Loan -Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 50,000.00 0.06 25,000.00 18,142.56



### $ 2,369,308.26 

### $ 2,418,827.81 

### $ 2,467,733.49 

### $ 14,900.00 49,600.00 16,923.36



### $ 1,000.00 3,894.67 (544,113.87) 281,777.04

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,462,415.38

7,337,292.92

(257,442.16) $ 8,542,266.14

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

Current Assets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total CurrentAssets Fixed Assets Machinery & Equipment Aircraft & Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Rise Aircraft 2 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable N/P- Legacy Texas Bank 

### September 30, 2015
UNAUDITED

ASSETS

$ 107,897.93 551 '182.28 8,200.00 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 

### {1 '1 00,830.01)



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00



### LIABILITIES AND EQUITY

$ 816,678.06 539,403.53

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,096,345.05

7,280,340.76

103,340.27 

### $ 8,480,026.08LOC- Legacy Texas Bank LOC- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities N/P Rise Aircraft 1 NIP Rise Aircraft 2 N/P Rise Aircraft 3 Loan- Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 50,000.00 0.06 25,000.00 18,142.56



### $ 2,352,664.00 

### $ 2,402,389.88 

### $ 2,451,499.33 

### $ 14,900.00 49,600.00 16,923.36



### $ 1,000.00 3,894.67 (544, 113.87) 282,044.50

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,449,224.21

7,287,976.57

(257, 174.70) $ 8,480,026.08

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

CurrentAssets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total CurrentAssets Fixed Assets Machinery & Equipment Aircraft & Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Rise Aircraft 2 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable N/P

- Legacy Texas Bank 

### October 31, 2015
UNAUDITED

ASSETS

$ 107,897.93 551,182.28 8,200.00 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 (1,169,455.01}



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00



### LIABILITIES AND EQUITY

$ 810,560.58 526,068.74

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,096,345.05

7,211,715.76

103,340.27 $ 8,411,401.08LOC- Legacy Texas Bank LOC- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities N/P Rise Aircraft 1 N/P Rise Aircraft 2 N/P Rise Aircraft 3 Loan -Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 50,000.00 0.06 25,000.00 18,142.56



### $ 2,335,950.39 

### $ 2,385,883.46 

### $ 2,435,197.53 

### $ 14,900.00 49,600.00 16,923.36



### $ 1,000.00 3,894.67 (544,113.87) 282,393.60

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,429,771.94

7,238,454.74

(256,825.60) $ 8,411,401.08

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

CurrentAssets Cash Accounts Receivable Loans to Employees Prepaid Insurance Total Current Assets Fixed Assets Machinery 

### & Equipment Aircraft & Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Rise Aircraft 2 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets Other Assets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable N/P- Legacy Texas Bank LOC- Legacy Texas Bank 

### November 30, 2015
UNAUDITED

ASSETS

LIABILITIES AND EQUITY $ 107,897.93 551,182.28 8,200.00 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 {1 ,238,080.01}



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00



### $ 804,792.20 512,750.62

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,096,345.05

7,143,090.76

103,340.27 

### $ 8,342,776.08LOC- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities N/P Rise Aircraft 1 NIP Rise Aircraft 2 N/P Rise Aircraft 3 Loan -Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 50,000.00 0.06 25,000.00 18,142.56



### $ 2,319,167.14 

### $ 2,369,308.26 

### $ 2,418,827.81 

### $ 14,900.00 49,600.00 16,923.36



### $ 1,000.00 3,894.67 (544,113.87) 282,583.27

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,410,685.44

7,188,726.57

(256,635.93) 

### $ 8,342,776.08

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

Current Assets Cash Accounts Receivable Loans to Employees Fuel Credit Refund Receivable Inventories Prepaid Insurance Total CurrentAssets Fixed Assets Machinery & Equipment Aircraft 

### &Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Rise Aircraft 2 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable 

### December 31, 2015
UNAUDITED

ASSETS

$ 75,000.00 551,182.28 8,200.00 259,235.40 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 (1**,306,705.01~**



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00



### LIABILITIES AND EQUITY

$ 766,315.56

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,322,682.52

7,074,465.76

103,340.27 

### $ 8,500,488.55NIP- Legacy Texas Bank LOC

- Legacy Texas Bank LOC- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities N/P Rise Aircraft 1 N/P Rise Aircraft 2 N/P Rise Aircraft 3 Loan -Trey Aviation, Inc Loan

- Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Distributions Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 499,292.37
50,000.00 0.06 25,000.00 18,142.56



### $ 2,302,313.96 

### $ 2,352,664.00 

### $ 2,402,389.88 

### $ 14,900.00

$ 49,600.00 16,923.36

1,000.00 3,894.67 (544,113.87) 542,166.00

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,358,750.55

7,138,791.20

2,946.80 $ 8,500,488.55

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

Current Assets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total Current Assets Fixed Assets Machinery & Equipment Aircraft 

### &Aircraft Equipment Rise Aircraft 1 Rise Aircraft 1 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable N/P- Legacy Texas Bank LOC -Legacy Texas Bank 

### March 31, 2015
UNAUDITED

ASSETS

LIABILITIES AND EQUITY

LOC -Legacy Texas Bank (Rise) 

### $ 58,307.47 551,182.28 8,200.00 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 (778,330.01)



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00

$ 874,696.83 617,788.80

85,336.00

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,046,754.59

5,102,840.76

103,340.27 

### $ 6,252,935.62Loans from Shareholder Payroll Tax Liability LOG- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities NIP Rise Aircraft 1 N/P Rise Aircraft 2 Loan -Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 50,000.00 0.06 25,000.00 18,142.56



### $ 2,451,499.33 

### $ 2,500,000.00 

### $ 14,900.00 49,600.00 16,923.36

$ 1,000.00 3,894.67 (544, 113.87)

88,267.88

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,670,964.25

5,032,922.69

(450,951.32) 

### $ 6,252,935.62

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

Current Assets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total CurrentAssets Fixed Assets Machinery & Equipment Aircraft 

### &Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Rise Aircraft 2 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable N/P- Legacy Texas Bank 

### June 30, 2015
UNAUDITED

ASSETS

$ 64,947.93 551 '182.28 8,200.00 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 {894,955.01}



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00



### LIABILITIES AND EQUITY

$ 874,696.83 578,875.02

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,053,395.05

7,486,215.76

103,340.27 

### $ 8,642,951.08LOC- Legacy Texas Bank LOC

- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities N/P Rise Aircraft 1 NIP Rise Aircraft 2 N/P Rise Aircraft 3 Loan- Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 50,000.00 0.06 25,000.00 18,142.56



### $ 2,402,389.88 

### $ 2,451,499.33 

### $ 2,500,000.00 

### $ 14,900.00 49,600.00 16,923.36



### $ 1,000.00 3,894.67 (544,113.87) 200,143.24

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,546,714.47

7,435,312.57

(339,075.96) 

### $ 8,642,951.08

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

Current Assets Cash Accounts Receivable Loans to Employees Inventories Prepaid Insurance Total Current Assets Fixed Assets Machinery & Equipment Aircraft & Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Rise Aircraft 2 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total Other Assets

TOTAL ASSETS

Current Liabilities Accounts Payable N/P- Legacy Texas Bank 

### September 30, 2015
UNAUDITED

ASSETS

$ 107,897.93 551,182.28 8,200.00 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 {1, 100,830.01**~**



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00



### LIABILITIES AND EQUITY

$ 816,678.06 539,403.53

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,096,345.05

7,280,340.76

103,340.27 

### $ 8,480,026.08LOC- Legacy Texas Bank LOC- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities N/P Rise Aircraft 1 N/P Rise Aircraft 2 N/P Rise Aircraft 3 Loan -Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 50,000.00 0.06 25,000.00 18,142.56



### $ 2,352,664.00 

### $ 2,402,389.88 

### $ 2,451,499.33 

### $ 14,900.00 49,600.00 16,923.36



### $ 1,000.00 3,894.67 (544,113.87) 282,044.50

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,449,224.21

7,287,976.57

(257,174.70) $ 8,480,026.08

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

Current Assets Cash Accounts Receivable Loans to Employees Fuel Credit Refund Receivable Inventories Prepaid Insurance Total CurrentAssets Fixed Assets Machinery & Equipment Aircraft & Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Rise Aircraft 2 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets OtherAssets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable 

### December 31, 2015
UNAUDITED

ASSETS

$ 75,000.00 551,182.28 8,200.00 259,235.40 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 {1 ,306,705.01)



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00



### LIABILITIES AND EQUITY

$ 766,315.56

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,322,682.52

7,074,465.76

103,340.27 $ 8,500,488.55N/P- Legacy Texas Bank LOG- Legacy Texas Bank LOG- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOG- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities N/P Rise Aircraft 1 NIP Rise Aircraft 2 NIP Rise Aircraft 3 Loan- Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Distributions Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 499,292.37
50,000.00 0.06 25,000.00 18,142.56



### $ 2,302,313.96 

### $ 2,352,664.00 

### $ 2,402,389.88 

### $ 14,900.00 49,600.00 16,923.36



### $ 1,000.00 3,894.67 (544,113.87) 542,166.00

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,358,750.55

7,138,791.20

2,946.80 

### $ 8,500,488.55

### MENAGERIE ENTERPRISES, INC. STATEMENT OF ASSETS, LIABILITIES AND EQUITY INCOME TAX BASIS

CurrentAssets Cash Accounts Receivable Loans to Employees Fuel Credit Refund Receivable Inventories Prepaid Insurance Total CurrentAssets Fixed Assets Machinery & Equipment Aircraft & Aircraft Equipment Rise Aircraft 1 Rise Aircraft 2 Rise Aircraft 2 Furniture & Fixtures Computer Equipment Leasehold Improvements Accumulated Depreciation Total Fixed Assets Other Assets Aircraft Insurance Deposit Aircraft Escrow Deposits Aircraft Purchase Deposits COD Checks Outstanding Deposits Gift Certificates Outstanding Total OtherAssets

TOTAL ASSETS

Current Liabilities Accounts Payable 

### December 31, 2015
UNAUDITED

ASSETS

$ 75,000.00 551,182.28 8,200.00 259,235.40 423,787.76 5,277.08



### $ 70,139.20 616,825.94 2,500,000.00 2,500,000.00 2,500,000.00 48,845.47 54,616.46 90,743.70 

# p,306,705.01**~**



### $ 14,134.64 57,491.63 15,000.00

1,000.00 15,565.00 149.00



### LIABILITIES AND EQUITY

$ 766,315.56

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,322,682.52

7,074,465.76

103,340.27 

### $ 8,500,488.55N/P- Legacy Texas Bank LOC- Legacy Texas Bank LOC- Legacy Texas Bank (Rise) Loans from Shareholder Payroll Tax Liability LOC- BB&T Sales Tax Payable Total Current Liabilities Other Liabilities NIP Rise Aircraft 1 N/P Rise Aircraft 2 NIP Rise Aircraft 3 Loan- Trey Aviation, Inc Loan -Trey Aviation LLC Refundable Insurance Deposits Total Other Liabilities
Equity Capital Stock Additional Paid In Capital Distributions Retained Earnings Revenues Over (Under) Expenses Total Equity

TOTAL LIABILITIES & EQUITY 499,292.37
50,000.00 0.06 25,000.00 18,142.56



### $ 2,302,313.96 

### $ 2,352,664.00 

### $ 2,402,389.88 

### $ 14,900.00 49,600.00 16,923.36



### $ 1,000.00 3,894.67 (544, 113.87) 542,166.00

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,358,750.55

7,138,791.20

2,946.80 $ 8,500,488.55

## APPLICATION OF MENAGERIE ENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 16_{LVAircraftInsurance-$3.0Hulland1OOMliablityHangarFees-FulltimehangarstorageOtherExpense-GPSdatabase,navigationcharts,EFBManagementProgramAdValoremTaxAircraftRefurbDebtService-$2.5@5%10YrTotalYearlyFixedExpensesCrewSalary-FulltimecrewsalaryFlightCrewTraining-InitialFuel129gallons@OperatingRepair&MaintenanceEngineReservesDepriciation-HigherAnnualUseFeeDirectOperatingCostPerHourRetailPricetoRise$4.02IGal$18,000$18,000$3,500$24,000$7,500$14,400$318,192$403,592$154,800$32,200$518.58$148.95$261.42$102.00$1,030.95$1,624.00Rise Aircraft 1 Rise Aircraft 2 Rise Aircraft 3

Aircraft Type King Air 350 King Air 350 King Air 350

Aircraft Make Beech craft Beech craft Beech craft

Seating 9 Pax 9 Pax 9 Pax

Fixed Income $403,592 $302,694 $201,796

Crew $309,600 $348,300 $232,200

Hourly $3,603,120 $2,702,340 $1,339,800

$4,316,312 $3,353,334 $1,773,796

Route DAL-DWH-DAL DAL-DWH-DAL DAL-AUS-DAL

Frequency: M-F 4/ day 4/ day 4/ day

S-S 21 day 21 day 21 day

Revenue Hours 2218.67 1664 825

Revenue Nautical Miles 417,720 311,040 188,928

Seasonal Peak Change NA NA NA

Load Factors NA NA NA

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS December 2014 Forecast with Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revenue- Initial Start Up Fee Aircraft Sales &Commission Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance

- Rise Aircraft 1 Aircraft Mise Fees

- Rise Aircraft 1 CrewTraining Costs Fuel Fuel

- Rise Aircraft 1 Ground Transportation Licenses &Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Engine Reserves

- Rise Aircraft 1 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies- Rise Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses- Rise
Total Cost ofGoods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $ $

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

$ $ $ $ $ 533,333.33 50,000.00

1,250.00 584,583.33

9,044.37 11,354.10

1,500.00 3,616.67 2,500.00 37,083.33

2,500.00 1,250.00

208.33 82,500.00

6,000.00 1,000.00 3,750.00 4,333.33

291.67 4,000.00 1,250.00 2,237.29

500.00 174,919.09 409,664.25

1,750.00

250.00 1,250.00

250.00 4,166.67Charter Department Expense

- 41 C 

### $ 33,333.33 Computer Expense & Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 12,000.00 Credit Card Fees 

### $ 4,166.67 Delivery & Freight 

### $ 2,333.33 Dues & Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 2,800.00 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 3,054.62 Legal & Professional 

### $ 15,000.00 Maintenance Service Plans 

### $ 12,083.33 Meals & Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 15,000.00 Payroll Service Fees 

### $ 1,500.00 Printing & Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs & Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone & Communications 

### $ 5,416.67 Training & Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages & Salaries 

### $ 168,333.33 Wages & Salaries

- Rise Aircraft 1 (1 Flight Crew) 

### $ 12,900.00
Total Expenses 

### $ 382,371.29
Revenues Over (Under) Expenses Before Depreciation 

### $ 27,292.96

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS January 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue- Aircraft 1 DAL-HOU Rise Revenue

- Initial Start Up Fee Aircraft Sales &Commission Rise Revenue

- Training Billed Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance

- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Mise Fees

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 1 CrewTraining Costs CrewTraining Costs

- Rise Aircraft 1 Fuel Fuel

- Rise Aircraft 1 Ground Transportation Lease Expense Licenses &Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Engine Reserves

- Rise Aircraft 1 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies- Rise Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses

- Rise
Total Cost ofGoods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT $ $ $ $ $

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

$ $ 

### $ $ $ 533,333.33 359,692.67

51,284.00

1,250.00 64,400.00 1,009,960.01

9,044.37 11,354.10

1,500.00 1,500.00 3,616.67 1,250.00 2,500.00 70,000.00 37,083.33 95,879.82

1,250.00 23,166.67 208.33 82,500.00 27,539.24 48,333.73

3,750.00 4,333.33

291.67 2,083.33 1,250.00 2,237.29 6,946.67 437,618.55 572,341.46

1,750.00

250.00 1,250.00

250.00 4,166.67Charter Department Expense

- 41 C 

### $ 33,333.33 Computer Expense & Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 15,000.00 Credit Card Fees 

### $ 4,166.67 Delivery & Freight 

### $ 2,333.33 Dues & Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 5,833.33 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 3,054.62 Interest Expense- Rise Aircraft 1 

### $ 10,416.67 Legal & Professional 

### $ 3,333.33 Maintenance Service Plans 

### $ 12,083.33 Meals & Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 18,750.00 Payroll Service Fees 

### $ 1,500.00 Printing & Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs & Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone & Communications 

### $ 5,416.67 Training & Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages & Salaries 

### $ 168,333.33 Wages & Salaries

- Rise (Admin Staff) 

### $ 8,333.33 Wages & Salaries- Rise Aircraft 1 (Maintenance) 

### $ 6,250.00 Wages & Salaries

- Rise Aircraft 1 (2 Flight Crew) 

### $ 25,800.00
Total Expenses 

### $ 418,387.96
Revenues Over (Under) Expenses Before Depreciation 

### $ 153,953.50

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS February 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue -Aircraft 1 DAL-HOU Aircraft Sales & Commission
Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Mise Fees- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 1 CrewTraining Costs Fuel Fuel

- Rise Aircraft 1 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Engine Reserves

- Rise Aircraft 1 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies

- Rise Sales Department Expenses Trip &Crew Expenses Trip & Crew Expenses- Rise
Total Cost ofGoods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $ $ 

### $

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

$ $ $ $ $ 533,333.33 359,692.67 1,250.00 894,276.01

9,044.37 11,354.10

1,500.00 1,500.00 3,616.67 1,250.00 2,500.00 37,083.33 95,879.82

1,250.00 23,166.67 208.33 82,500.00 27,539.24 48,333.73

3,750.00 4,333.33

291.67 2,083.33 1,250.00 2,237.29 6,946.67 367,618.55 526,657.46

1,750.00

250.00 1,250.00

250.00 4,166.67Charter Department Expense

- 41 C 

### $ 33,333.33 Computer Expense & Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 15,000.00 Credit Card Fees 

### $ 4,166.67 Delivery & Freight 

### $ 2,333.33 Dues & Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 5,833.33 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 2,993.89 Interest Expense

- Rise Aircraft 1 

### $ 10,349.58 Legal & Professional 

### $ 3,333.33 Maintenance Service Plans 

### $ 12,083.33 Meals & Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 18,750.00 Payroll Service Fees 

### $ 1,500.00 Printing & Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs & Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone & Communications 

### $ 5,416.67 Training & Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages & Salaries 

### $ 168,333.33 Wages & Salaries

- Rise (Admin Staff) 

### $ 8,333.33 Wages & Salaries

- Rise Aircraft 1 (Maintenance) 

### $ 6,250.00 Wages & Salaries

- Rise Aircraft 1 (2 Flight Crew) 

### $ 25,800.00 Total Expenses 

### $ 418,260.14 Revenues Over (Under) Expenses Before Depreciation 

### $ 108,397.32

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS March 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues i=ee Revenue Rise Revnue- Aircraft 1 DAL-HOU Aircraft Sales & Commission Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance- Rise Aircraft 1 Aircraft Insurance- Rise Aircraft 2 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Mise Fees- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 1 CrewTraining Costs Fuel Fuel

- Rise Aircraft 1 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Engine Reserves

- Rise Aii"craft 1 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies

- Rise Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses- Rise
Total Cost ofGoods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT $ $ $ 

### $

$ $ $ $ $ $ $ $ $ $ 

### $ $ $ 

### $ $ $ $ $ $ $ $ $ $ $ $

$ $ $ $ 

### $ 533,333.33 359,692.67 1,250.00 894,276.01

9,044.37 11,354.10

1,500.00 1,500.00 1,500.00 3,616.67 1,250.00 2,500.00 37,083.33 95,879.82

1,250.00 23,166.67 208.33 82,500.00 27,539.24 48,333.73

3,750.00 4,333.33

291.67 2,083.33 1,250.00 2,237.29 6,946.67 369,118.55 525,157.46

1,750.00

250.00 1,250.00

250.00 4,166.67Charter Department Expense

- 41 C 

### $ 33,333.33 Computer Expense & Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 15,000.00 Credit Card Fees 

### $ 4,166.67 Delivery & Freight 

### $ 2,333.33 Dues & Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 5,833.33 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 2,649.03 Interest Expense- Rise Aircraft 1 

### $ 10,282.22 Legal & Professional 

### $ 3,333.33 Maintenance Service Plans 

### $ 12,083.33 Meals & Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 18,750.00 Payroll Service Fees 

### $ 1,500.00 Printing & Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs & Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone & Communications 

### $ 5,416.67 Training & Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages & Salaries 

### $ 168,333.33 Wages & Salaries

- Rise (Admin Staff) 

### $ 8,333.33 Wages & Salaries- Rise Aircraft 1 (Maintenance) 

### $ 6,250.00 Wages & Salaries

- Rise Aircraft 1 (2 Flight Crew) 

### $ 25,800.00 Total Expenses 

### $ 417,847.92 Revenues Over (Under) Expenses Before Depreciation 

### $ 107,309.54

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS April 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue

- Aircraft 1 DAL-HOU Rise Revnue- Aircraft 2 DAL-HOU (3 mos after intial operation) Aircraft Sales & Commission Rise Revenue

- Training Billed Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance- Rise Aircraft 1 Aircraft Insurance- Rise Aircraft 2 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 2 Aircraft Mise Fees

- Rise Aircraft 1 Aircraft Mise Fees

- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 Crew Training Costs Crew Training Costs

- Rise Aircraft 2 Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Ground Transportation Lease Expense Licenses &Fees MX Department MX Department Parts &Supplies

- Rise Aircraft 1 MX Department Parts & Supplies

- Rise Aircraft 2 MX Engine Reserves

- Rise Aircraft 1 MX Engine Reserves

- Rise Aircraft 2 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies- Rise Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses

- Rise
Total Cost ofGoods Sold Gross Profit

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $ $ $ $ $

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 533,333.33 359,692.67 372,592.67 1,250.00 96,600.00 1,363,468.68

9,044.37 11,354.10

1,500.00 1,500.00 1,500.00 1,500.00 3,616.67 3,616.67 1,250.00 1,250.00 2,500.00 105,000.00

37,083.33 95,879.82 95,879.82

1,250.00 23,166.67 208.33 82,500.00 27,539.24 27,539.24 48,333.73 48,333.73

3,750.00 4,333.33

291.67 2,083.33 1,250.00 2,237.29 6,946.67 652,238.00 711,230.68Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $ $ 

### $ $ 1,750.00 250.00 1,250.00

250.00 4,166.67Charter Department Expense

- 41 C 

### $ 33,333.33 Computer Expense &Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 15,000.00 Credit Card Fees 

### $ 4,166.67 Delivery &Freight 

### $ 2,333.33 Dues &Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 5,833.33 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 2,870.19 Interest Expense- Rise Aircraft 1 

### $ 10,214.58 Interest Expense- Rise Aircraft 2 

### $ 10,416.67 Legal & Professional 

### $ 3,333.33 Maintenance Service Plans 

### $ 12,083.33 Meals &Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 18,750.00 Payroll Service Fees 

### $ 1,500.00 Printing &Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs &Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone &Communications 

### $ 5,416.67 Training &Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages &Salaries 

### $ 168,333.33 Wages &Salaries

- Rise (Admin Staff) 

### $ 8,333.33 Wages &Salaries- Rise Aircraft 1 (Maintenance) 

### $ 6,250.00 Wages & Salaries

- Rise Aircraft 2 &3 (Maintenance) 

### $ 13,888.89 Wages & Salaries

- Rise Aircraft 1 (Flight Crew) 

### $ 25,800.00 Wages & Salaries

- Rise Aircraft 2 (3 Flight Crew) 

### $ 38,700.00
Total Expenses 

### $ 481,007.00
Revenues Over (Under) Expenses Before Depreciation 

### $ 230,223.68

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS May 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue -Aircraft 1 DAL-HOU Rise Revnue- Aircraft 2 DAL-HOU (3 mos after intial operation) Aircraft Sales & Commission Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance

- Rise Aircraft 1 Aircraft Insurance

- Rise Aircraft 2 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 2 Aircraft Mise Fees

- Rise Aircraft 1 Aircraft Mise Fees

- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 Crew Training Costs Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Ground Transportation Lease Expense Licenses &Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Department Parts & Supplies

- Rise Aircraft 2 MX Engine Reserves- Rise Aircraft 1 MX Engine Reserves- Rise Aircraft 2 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies

- Rise Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses

- Rise
Total Cost ofGoods Sold Gross Profit

Expenses Advertising

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $ $ $ $

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

$ 533,333.33 359,692.67 372,592.67 1,250.00
1,266,868.68

9,044.37 11,354.10

1,500.00 1,500.00 1,500.00 1,500.00 3,616.67 3,616.67 1,250.00 1,250.00 2,500.00 37,083.33 95,879.82 95,879.82

1,250.00 23,166.67 208.33 82,500.00 27,539.24 27,539.24 48,333.73 48,333.73

3,750.00 4,333.33

291.67 2,083.33 1,250.00 2,237.29 6,946.67 547,238.00 719,630.68

1,750.00Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $ $ $ 250.00 1,250.00

250.00 4,166.67Charter Department Expense

- 41 C 

### $ 33,333.33 Computer Expense & Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 15,000.00 Credit Card Fees 

### $ 4,166.67 Delivery & Freight 

### $ 2,333.33 Dues & Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 5,833.33 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 2,717.96 Interest Expense- Rise Aircraft 1 

### $ 10,146.66 Interest Expense- Rise Aircraft 2 

### $ 10,349.58 Legal & Professional 

### $ 3,333.33 Maintenance Service Plans 

### $ 12,083.33 Meals & Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 18,750.00 Payroll Service Fees 

### $ 1,500.00 Printing & Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs & Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone & Communications 

### $ 5,416.67 Training & Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages & Salaries 

### $ 168,333.33 Wages & Salaries

- Rise (Admin Staff) 

### $ 8,333.33 Wages & Salaries- Rise Aircraft 1 (Maintenance) 

### $ 6,250.00 Wages & Salaries

- Rise Aircraft 2 & 3 (Maintenance) 

### $ 13,888.89 Wages & Salaries

- Rise Aircraft 1 (Flight Crew) 

### $ 25,800.00 Wages & Salaries

- Rise Aircraft 2 (3 Flight Crew) 

### $ 38,700.00
Total Expenses 

### $ 480,719.76 Revenues Over (Under) Expenses Before Depreciation 

### $ 238,910.92

SEE ACCOUNTANTS' COMPILATION REPORT.

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS June 2015 Forecast with Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue- Aircraft 1 DAL-HOU Rise Revnue- Aircraft 2 DAL-HOU (3 mos after intial operation) Aircraft Sales & Commission Gross Revenue

Cost ofGoods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance

- Rise Aircraft 1 Aircraft Insurance

- Rise Aircraft 2 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 2 Aircraft Mise Fees- Rise Aircraft 1 Aircraft Mise Fees

- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 CrewTraining Costs Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Department Parts & Supplies

- Rise Aircraft 2 MX Engine Reserves

- Rise Aircraft 1 MX Engine Reserves

- Rise Aircraft 2 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies- Rise Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses

- Rise
Total Cost of Goods Sold Gross Profit

Expenses Advertising

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $ $ $ $

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

$ 533,333.33 359,692.67 372,592.67 1,250.00 1,266,868.68

9,044.37 11,354.10

1,500.00 1,500.00 1,500.00 1,500.00 3,616.67 3,616.67 1,250.00 1,250.00 2,500.00 37,083.33 95,879.82 95,879.82

1,250.00 23,166.67 208.33 82,500.00 27,539.24 27,539.24 48,333.73 48,333.73

3,750.00 4,333.33

291.67 2,083.33 1,250.00 2,237.29 6,946.67 547,238.00 719,630.68

1,750.00Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $ 

### $ $ 

### 250.00 1,250.00

250.00 4,166.67Charter Department Expense

- 41 C 

### $ 33,333.33 Computer Expense & Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 15,000.00 Credit Card Fees 

### $ 4,166.67 Delivery & Freight 

### $ 2,333.33 Dues & Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 5,833.33 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 2,746.21 Interest Expense- Rise Aircraft 1 

### $ 10,078.45 Interest Expense- Rise Aircraft 2 

### $ 10,282.22 Legal & Professional 

### $ 3,333.33 Maintenance Service Plans 

### $ 12,083.33 Meals & Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 18,750.00 Payroll Service Fees 

### $ 1,500.00 Printing & Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs & Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone & Communications 

### $ 5,416.67 Training & Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages & Salaries 

### $ 168,333.33 Wages & Salaries

- Rise (Admin Staff) 

### $ 8,333.33 Wages & Salaries

- Rise Aircraft 1 (Maintenance) 

### $ 6,250.00 Wages & Salaries

- Rise Aircraft 2 & 3 (Maintenance) 

### $ 13,888.89 Wages & Salaries

- Rise Aircraft 1 (Flight Crew) 

### $ 25,800.00 Wages & Salaries

- Rise Aircraft 2 (3 Flight Crew) 

### $ 38,700.00
Total Expenses 

### $ 480,612.44
Revenues Over (Under) Expenses Before Depreciation 

### $ 239,018.24

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS July 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue -Aircraft 1 DAL-HOU Rise Revnue -Aircraft 2 DAL-HOU (3 mos after intial operation) Rise Revnue- Aircraft 3 DAL-AUS (6 mos after initial operation) Aircraft Sales &Commission Rise Revenue

- Training Billed Gross Revenue

Cost ofGoods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance

- Rise Aircraft 1 Aircraft Insurance

- Rise Aircraft 2 Aircraft Insurance

- Rise Aircraft 3 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 2 Aircraft Hanger Fees- Rise Aircraft 3 Aircraft Mise Fees

- Rise Aircraft 1 Aircraft Mise Fees- Rise Aircraft 2 Aircraft Mise Fees

- Rise Aircraft 3 Aircraft Refurb

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 3 CrewTraining Costs CrewTraining Costs- Rise Aircraft 3 Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Fuel

- Rise Aircraft 3 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Department Parts & Supplies

- Rise Aircraft 2 MX Department Parts &Supplies

- Rise Aircraft 3 MX Engine Reserves- Rise Aircraft 1 MX Engine Reserves- Rise Aircraft 2 MX Engine Reserves

- Rise Aircraft 3 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies

- Rise Sales Department Expenses Trip & Crew Expenses

SEE ACCOUNTANTS' COMPILATION REPORT $ $ $ $ $ $ $

$ 

### $ $ $ 

### $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 

### $ $ $ $ $ $ $ $ $ $ $ 533,333.33 359,692.67 372,592.67 295,632.67 1,250.00 96,600.00
1,659,101.35

9,044.37 11,354.10

1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 3,616.67 3,616.67 3,616.67 1,250.00 1,250.00 1,250.00 2,500.00 105,000.00

37,083.33 95,879.82 95,879.82 71,304.75

1,250.00 23,166.67 208.33 82,500.00 27,539.24 27,539.24 20,480.63 48,333.73 48,333.73 35,945.25

3,750.00 4,333.33

291.67 2,083.33 1,250.00 2,237.29Trip &Crew Expenses

- Rise
Total Cost of Goods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT $ $ $

$ $ $ $ $ 6,946.67 787,835.30 871,266.05

1,750.00

250.00 1,250.00

250.00 4,166.67Charter Department Expense

- 41 C 

### $ 33,333.33 Computer Expense & Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 15,000.00 Credit Card Fees 

### $ 4,166.67 Delivery & Freight 

### $ 2,333.33 Dues & Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 5,833.33 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 2,597.40 Interest Expense- Rise Aircraft 1 

### $ 10,009.96 Interest Expense- Rise Aircraft 2 

### $ 10,214.58 Interest Expense- Rise Aircraft 3 

### $ 10,416.67 Legal & Professional 

### $ 3,333.33 Maintenance Service Plans 

### $ 12,083.33 Meals & Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 18,750.00 Payroll Service Fees 

### $ 1,500.00 Printing & Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs & Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone & Communications 

### $ 5,416.67 Training & Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages & Salaries 

### $ 168,333.33 Wages & Salaries- Rise (Admin Staff) 

### $ 8,333.33 Wages & Salaries- Rise Aircraft 1 (Maintenance) 

### $ 6,250.00 Wages & Salaries- Rise Aircraft 2 & 3 (Maintenance) 

### $ 13,888.89 Wages & Salaries

- Rise Aircraft 1 (Flight Crew) 

### $ 25,800.00 Wages & Salaries

- Rise Aircraft 2 (Flight Crew) 

### $ 38,700.00 Wages & Salaries

- Rise Aircraft 3 (Flight Crew) 

### $ 38,700.00
Total Expenses 

### $ 529,444.17
Revenues Over (Under) Expenses Before Depreciation 

### $ 341,821.89

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS August 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue- Aircraft 1 DAL-HOU Rise Revnue- Aircraft 2 DAL-HOU (3 mos after intial operation) Rise Revnue- Aircraft 3 DAL-AUS (6 mos after initial operation) Aircraft Sales &Commission Gross Revenue

Cost ofGoods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance- Rise Aircraft 1 Aircraft Insurance- Rise Aircraft 2 Aircraft Insurance

- Rise Aircraft 3 Aircraft Hanger Fees

- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 2 Aircraft Hanger Fees

- Rise Aircraft 3 Aircraft Mise Fees

- Rise Aircraft 1 Aircraft Mise Fees- Rise Aircraft 2 Aircraft Mise Fees

- Rise Aircraft 3 Aircraft Refurb- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 3 Crew Training Costs Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Fuel

- Rise Aircraft 3 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts &Supplies

- Rise Aircraft 1 MX Department Parts & Supplies

- Rise Aircraft 2 MX Department Parts &Supplies

- Rise Aircraft 3 MX Engine Reserves

- Rise Aircraft 1 MX Engine Reserves

- Rise Aircraft 2 MX Engine Reserves

- Rise Aircraft 3 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies

- Rise Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses- Rise

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $ $ $ $ $

$ $ $ $ 

### $ $ $ $ $ $ $ 

### $ $ $ $ $ $ $ $ $ 

### $ $ $ 

### $ $ $ $ $ $ $ $ $ $ $ $ 

### $ 533,333.33 359,692.67 372,592.67 295,632.67 1,250.00
1,562,501.35

9,044.37 11,354.10

1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 3,616.67 3,616.67 3,616.67 1,250.00 1,250.00 1,250.00 2,500.00 37,083.33 95,879.82 95,879.82 71,304.75

1,250.00 23,166.67 208.33 82,500.00 27,539.24 27,539.24 20,480.63 48,333.73 48,333.73 35,945.25

3,750.00 4,333.33

291.67 2,083.33 1,250.00 2,237.29 6,946.67Total Cost of Goods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT $ $

$ $ $ $ $ 682,835.30 879,666.05

1,750.00

250.00 1,250.00

250.00 4,166.67Charter Department Expense

- 41 C 

### $ 33,333.33 Computer Expense &Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 15,000.00 Credit Card Fees 

### $ 4,166.67 Delivery &Freight 

### $ 2,333.33 Dues &Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 5,833.33 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 2,621.04 Interest Expense- Rise Aircraft 1 

### $ 9,941.18 Interest Expense- Rise Aircraft 2 

### $ 10,146.66 Interest Expense- Rise Aircraft 3 

### $ 10,349.58 Legal & Professional 

### $ 3,333.33 Maintenance Service Plans 

### $ 12,083.33 Meals &Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 18,750.00 Payroll Service Fees 

### $ 1,500.00 Printing &Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs &Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone &Communications 

### $ 5,416.67 Training &Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages &Salaries 

### $ 168,333.33 Wages & Salaries

- Rise (Admin Staff) 

### $ 8,333.33 Wages & Salaries- Rise Aircraft 1 (Maintenance) 

### $ 6,250.00 Wages & Salaries

- Rise Aircraft 2 &3 (Maintenance) 

### $ 13,888.89 Wages &Salaries

- Rise Aircraft 1 (Flight Crew) 

### $ 25,800.00 Wages &Salaries

- Rise Aircraft 2 (Flight Crew) 

### $ 38,700.00 Wages &Salaries

- Rise Aircraft 3 (Flight Crew) 

### $ 38,700.00 Total Expenses 

### $ 529,264.02 Revenues Over (Under) Expenses Before Depreciation 

### $ 350,402.04

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS September 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue -Aircraft 1 DAL-HOU Rise Revnue -Aircraft 2 DAL-HOU (3 mos after intial operation) Rise Revnue -Aircraft 3 DAL-AUS (6 mos after initial operation) Aircraft Sales & Commission
Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance

- Rise Aircraft 1 Aircraft Insurance

- Rise Aircraft 2 Aircraft Insurance

- Rise Aircraft 3 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 2 Aircraft Hanger Fees- Rise Aircraft 3 Aircraft Mise Fees

- Rise Aircraft 1 Aircraft Mise Fees

- Rise Aircraft 2 Aircraft Mise Fees

- Rise Aircraft 3 Aircraft Refurb

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 3 Crew Training Costs Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Fuel

- Rise Aircraft 3 Ground Transportation Lease Expense Licenses &Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Department Parts & Supplies

- Rise Aircraft 2 MX Department Parts & Supplies

- Rise Aircraft 3 MX Engine Reserves- Rise Aircraft 1 MX Engine Reserves- Rise Aircraft 2 MX Engine Reserves

- Rise Aircraft 3 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies

- Rise Sales Department Expenses Trip &Crew Expenses Trip &Crew Expenses

- Rise

SEE ACCOUNTANTS' COMPILATION REPORT $ $ $ $ $ $

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 533,333.33 359,692.67 372,592.67 295,632.67 1,250.00 1,562,501.35

9,044.37 11,354.10

1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 3,616.67 3,616.67 3,616.67 1,250.00 1,250.00 1,250.00 2,500.00 37,083.33 95,879.82 95,879.82 71,304.75

1,250.00 23,166.67 208.33 82,500.00 27,539.24 27,539.24 20,480.63 48,333.73 48,333.73 35,945.25

3,750.00 4,333.33

291.67 2,083.33 1,250.00 2,237.29 6,946.67Total Cost ofGoods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $

$ 

### $ $ $ $ 682,835.30 879,666.05

1,750.00

250.00 1,250.00

250.00 4,166.67Charter Department Expense

- 41 C 

### $ 33,333.33 Computer Expense & Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 15,000.00 Credit Card Fees 

### $ 4,166.67 Delivery & Freight 

### $ 2,333.33 Dues & Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 5,833.33 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 2,558.21 Interest Expense- Rise Aircraft 1 

### $ 9,872.12 Interest Expense- Rise Aircraft 2 

### $ 10,078.45 Interest Expense- Rise Aircraft 3 

### $ 10,282.22 Legal & Professional 

### $ 3,333.33 Maintenance Service Plans 

### $ 12,083.33 Meals & Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 18,750.00 Payroll Service Fees 

### $ 1,500.00 Printing & Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs & Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone & Communications 

### $ 5,416.67 Training & Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages & Salaries 

### $ 168,333.33 Wages & Salaries

- Rise (Admin Staff) 

### $ 8,333.33 Wages & Salaries- Rise Aircraft 1 (Maintenance) 

### $ 6,250.00 Wages & Salaries

- Rise Aircraft 2 & 3 (Maintenance) 

### $ 13,888.89 Wages & Salaries

- Rise Aircraft 1 (Flight Crew) 

### $ 25,800.00 Wages & Salaries

- Rise Aircraft 2 (Flight Crew) 

### $ 38,700.00 Wages & Salaries

- Rise Aircraft 3 (Flight Crew) 

### $ 38,700.00
Total Expenses 

### $ 528,996.56
Revenues Over (Under) Expenses Before Depreciation 

### $ 350,669.50

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS October 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue- Aircraft 1 DAL-HOU Rise Revnue- Aircraft 2 DAL-HOU (3 mos after intial operation) Rise Revnue- Aircraft 3 DAL-AUS (6 mos after initial operation) Aircraft Sales & Commission Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance- Rise Aircraft 1 Aircraft Insurance- Rise Aircraft 2 Aircraft Insurance- Rise Aircraft 3 Aircraft Hanger Fees

- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 2 Aircraft Hanger Fees

- Rise Aircraft 3 Aircraft Mise Fees- Rise Aircraft 1 Aircraft Mise Fees- Rise Aircraft 2 Aircraft Mise Fees

- Rise Aircraft 3 Aircraft Refurb

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 3 Crew Training Costs Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Fuel

- Rise Aircraft 3 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Department Parts & Supplies

- Rise Aircraft 2 MX Department Parts & Supplies

- Rise Aircraft 3 MX Engine Reserves

- Rise Aircraft 1 MX Engine Reserves

- Rise Aircraft 2 MX Engine Reserves

- Rise Aircraft 3 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies

- Rise Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses

- Rise

SEE ACCOUNTANTS' COMPILATION REPORT $ 

### $ $ $ $ $

$ 

### $ $ 

### $ $ $ 

### $ $ $ $ $ $ $ $ $ $ 

### $ $ $ $ $ $ $ 

### $ $ $ 

### $ $ $ $ $ $ $ $ $ $ 533,333.33 359,692.67 372,592.67 295,632.67 1,250.00 1,562,501.35

9,044.37 11,354.10

1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 3,616.67 3,616.67 3,616.67 1,250.00 1,250.00 1,250.00 2,500.00 37,083.33 95,879.82 95,879.82 71,304.75

1,250.00 23,166.67 208.33 82,500.00 27,539.24 27,539.24 20,480.63 48,333.73 48,333.73 35,945.25

3,750.00 4,333.33

291.67 2,083.33 1,250.00 2,237.29 6,946.67Total Cost of Goods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT $ 

### $

$ $ 

### $ $ $ 682,835.30 879,666.05

1,750.00

250.00 1,250.00

250.00 4,166.67Charter Department Expense

- 41 C 

### $ 33,333.33 Computer Expense & Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 15,000.00 Credit Card Fees 

### $ 4,166.67 Delivery & Freight 

### $ 2,333.33 Dues & Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 5,833.33 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 2,414.59 Interest Expense- Rise Aircraft 1 

### $ 9,802.77 Interest Expense- Rise Aircraft 2 

### $ 10,009.96 Interest Expense- Rise Aircraft 3 

### $ 10,214.58 Legal & Professional 

### $ 3,333.33 Maintenance Service Plans 

### $ 12,083.33 Meals & Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 18,750.00 Payroll Service Fees 

### $ 1,500.00 Printing & Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs & Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone & Communications 

### $ 5,416.67 Training & Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages & Salaries 

### $ 168,333.33 Wages & Salaries

- Rise (Admin Staff) 

### $ 8,333.33 Wages & Salaries- Rise Aircraft 1 (Maintenance) 

### $ 6,250.00 Wages & Salaries- Rise Aircraft 2 & 3 (Maintenance) 

### $ 13,888.89 Wages & Salaries

- Rise Aircraft 1 (Flight Crew) 

### $ 25,800.00 Wages & Salaries

- Rise Aircraft 2 (Flight Crew) 

### $ 38,700.00 Wages & Salaries

- Rise Aircraft 3 (Flight Crew) 

### $ 38,700.00
Total Expenses 

### $ 528,647.46 Revenues Over (Under) Expenses Before Depreciation 

### $ 351,018.60

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS November 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue -Aircraft 1 DAL-HOU Rise Revnue -Aircraft 2 DAL-HOU (3 mas after intial operation) Rise Revnue -Aircraft 3 DAL-AUS (6 mas after initial operation) Aircraft Sales & Commission
Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance- Rise Aircraft 1 Aircraft Insurance- Rise Aircraft 2 Aircraft Insurance- Rise Aircraft 3 Aircraft Hanger Fees

- Rise Aircraft 1 Aircraft Hanger Fees

- Rise Aircraft 2 Aircraft Hanger Fees

- Rise Aircraft 3 Aircraft Mise Fees

- Rise Aircraft 1 Aircraft Mise Fees

- Rise Aircraft 2 Aircraft Mise Fees

- Rise Aircraft 3 Aircraft Refurb

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 3 CrewTraining Costs Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Fuel

- Rise Aircraft 3 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Department Parts & Supplies

- Rise Aircraft 2 MX Department Parts & Supplies

- Rise Aircraft 3 MX Engine Reserves- Rise Aircraft 1 MX Engine Reserves

- Rise Aircraft 2 MX Engine Reserves- Rise Aircraft 3 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies- Rise Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses

- Rise

SEE ACCOUNTANTS' COMPILATION REPORT $ $ $ $ $ $



### $ $ $ $ $ $ 

### $ $ $ $ $ $ $ $ $ 

### $ $ $ 

### $ $ $ $ $ $ $ $ 

### $ $ $ $ $ $ $ $ $ $ 533,333.33 359,692.67 372,592.67 295,632.67 1,250.00 1,562,501.35

9,044.37 11,354.10

1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 3,616.67 3,616.67 3,616.67 1,250.00 1,250.00 1,250.00 2,500.00 37,083.33 95,879.82 95,879.82 71,304.75

1,250.00 23,166.67 208.33 82,500.00 27,539.24 27,539.24 20,480.63 48,333.73 48,333.73 35,945.25

3,750.00 4,333.33

291.67 2,083.33 1,250.00 2,237.29 6,946.67Total Cost of Goods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $

$ $ $ 

### $ $ 682,835.30 879,666.05

1,750.00

250.00 1,250.00

250.00 4,166.67CharterDepartmentExpense-41C 

### $ 33,333.33 Computer Expense & Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 15,000.00 Credit Card Fees 

### $ 4,166.67 Delivery & Freight 

### $ 2,333.33 Dues & Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 5,833.33 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 2,431.26 Interest Expense- Rise Aircraft 1 

### $ 9,733.13 Interest Expense- Rise Aircraft 2 

### $ 9,941.18 Interest Expense- Rise Aircraft 3 

### $ 10,146.66 Legal & Professional 

### $ 3,333.33 Maintenance Service Plans 

### $ 12,083.33 Meals & Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 18,750.00 Payroll Service Fees 

### $ 1,500.00 Printing & Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs & Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone & Communications 

### $ 5,416.67 Training & Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages & Salaries 

### $ 168,333.33 Wages & Salaries

- Rise (Admin Staff) 

### $ 8,333.33 Wages & Salaries

- Rise Aircraft 1 (Maintenance) 

### $ 6,250.00 Wages & Salaries

- Rise Aircraft 2 & 3 (Maintenance) 

### $ 13,888.89 Wages & Salaries

- Rise Aircraft 1 (Flight Crew) 

### $ 25,800.00 Wages & Salaries

- Rise Aircraft 2 (Flight Crew) 

### $ 38,700.00 Wages & Salaries

- Rise Aircraft 3 (Flight Crew) 

### $ 38,700.00 Total Expenses 

### $ 528,457.79 Revenues Over (Under) Expenses Before Depreciation 

### $ 351,208.27

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS December 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue- Aircraft 1 DAL-HOU Rise Revnue- Aircraft 2 DAL-HOU (3 mos after intial operation) Rise Revnue- Aircraft 3 DAL-AUS (6 mos after initial operation) Aircraft Sales & Commission Fuel Tax Credit Fuel Tax Credit- Rise Aircraft 1 Fuel Tax Credit- Rise Aircraft 2 Fuel Tax Credit- Rise Aircraft 3 Gross Revenue

Cost ofGoods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance- Rise Aircraft 1 Aircraft Insurance- Rise Aircraft 2 Aircraft Insurance- Rise Aircraft 3 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 2 Aircraft Hanger Fees- Rise Aircraft 3 Aircraft Mise Fees

- Rise Aircraft 1 Aircraft Mise Fees- Rise Aircraft 2 Aircraft Mise Fees

- Rise Aircraft 3 Aircraft Refurb

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 3 Crew Training Costs Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Fuel

- Rise Aircraft 3 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Department Parts & Supplies

- Rise Aircraft 2 MX Department Parts & Supplies

- Rise Aircraft 3 MX Engine Reserves

- Rise Aircraft 1 MX Engine Reserves

- Rise Aircraft 2 MX Engine Reserves

- Rise Aircraft 3 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies

- Rise

SEE ACCOUNTANTS' COMPILATION REPORT $ 533,333.33 $ 359,692.67 $ 372,592.67 $ 295,632.67 $ 1,250.00 111,664.00

69,548.65 52,161.48 25,861.27 $ 1,821,736.75

$ 

### $ $ $ $ $ $ $ $ 

### $ $ $ 

### $ $ $ $ $ $ 

### $ $ $ $ $ $ $ $ $ $ $ $ $ $ 

### $ 9,044.37 11,354.10

1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 3,616.67 3,616.67 3,616.67 1,250.00 1,250.00 1,250.00 2,500.00 37,083.33 95,879.82 95,879.82 71,304.75

1,250.00 23,166.67 208.33 82,500.00 27,539.24 27,539.24 20,480.63 48,333.73 48,333.73 35,945.25

3,750.00 4,333.33

291.67 2,083.33Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses

- Rise
Total Cost of Goods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $ $ $ $

$ $ $ $ 

### $ 1,250.00 2,237.29 6,946.67 682,835.30 1,138,901.45

1,750.00

250.00 1,250.00

250.00 4,166.67Charter Department Expense

- 41 C 

### $ 33,333.33 Computer Expense & Upgrades 

### $ 1,250.00 Consulting Service 

### $ 4,166.67 Contract Labor 

### $ 15,000.00 Credit Card Fees 

### $ 4,166.67 Delivery & Freight 

### $ 2,333.33 Dues & Subscriptions 

### $ 1,583.33 Employee Benefits Programs 

### $ 15,833.33 Franchise Tax 

### $ 5,833.33 Hangar Services 

### $ 5,266.67 Insurance 

### $ 3,541.67 Interest Expense 

### $ 2,291.13 Interest Expense

- Rise Aircraft 1 

### $ 9,663.20 Interest Expense- Rise Aircraft 2 

### $ 9,872.12 Interest Expense- Rise Aircraft 3 

### $ 10,078.45 Legal & Professional 

### $ 3,333.33 Maintenance Service Plans 

### $ 12,083.33 Meals & Entertainment 

### $ 833.33 Miscellaneous Expense 

### $ 1,666.67 Office Expense 

### $ 1,666.67 Office Supplies 

### $ 2,500.00 Payroll Taxes 

### $ 18,750.00 Payroll Service Fees 

### $ 1,500.00 Printing & Reproduction 

### $ 625.00 Reference Library 

### $ 1,016.67 Rent Expense 

### $ 27,916.67 Repairs & Maintenance 

### $ 3,333.33 Small Shop Tools 

### $ 3,333.33 Taxes 

### $ 4,166.67 Telephone & Communications 

### $ 5,416.67 Training & Education 

### $ 2,500.00 Travel 

### $ 2,083.33 Uniforms 

### $ 250.00 Utilities 

### $ 3,250.00 Wages & Salaries 

### $ 168,333.33 Wages & Salaries

- Rise (Admin Staff) 

### $ 8,333.33 Wages & Salaries- Rise Aircraft 1 (Maintenance) 

### $ 6,250.00 Wages & Salaries- Rise Aircraft 2 & 3 (Maintenance) 

### $ 13,888.89 Wages & Salaries

- Rise Aircraft 1 (Flight Crew) 

### $ 25,800.00 Wages & Salaries

- Rise Aircraft 2 (Flight Crew) 

### $ 38,700.00 Wages & Salaries

- Rise Aircraft 3 (Flight Crew) 

### $ 38,700.00
Total Expenses 

### $ 528,110.46
Revenues Over (Under) Expenses Before Depreciation 

### $ 610,791.00

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS Quarter 1 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue- Aircraft 1 DAL-HOU Rise Revenue- Initial Start Up Fee Aircraft Sales & Commission Rise Revenue- Training Billed Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance

- Rise Aircraft 1 Aircraft Insurance- Rise Aircraft 2 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Mise Fees

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 1 CrewTraining Costs CrewTraining Costs- Rise Aircraft 1 Fuel Fuel

- Rise Aircraft 1 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Engine Reserves- Rise Aircraft 1 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies

- Rise Sales Department Expenses Trip &Crew Expenses Trip & Crew Expenses

- Rise
Total Cost ofGoods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ $ $ $ $ $

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

$ $ $ $ $ 1,600,000.00 1,079,078.02 51,284.00

3,750.00 64,400.00 2,798,512.02

27,133.10 34,062.30

4,500.00 1,500.00 4,500.00 10,850.00

3,750.00 7,500.00 70,000.00 111,250.00 287,639.47 3,750.00 69,500.00 625.00 247,500.00

82,617.72 145,001.18

11,250.00 13,000.00 875.00 6,250.00 3,750.00 6,711.87 20,840.00
1'174,355.64
1,624,156.38

5,250.00

750.00 3,750.00

750.00 12,500.00Charter Department Expense
- 41 C 

### $ 100,000.00 Computer Expense &Upgrades 

### $ 3,750.00 Consulting Service 

### $ 12,500.00 Contract Labor 

### $ 45,000.00 Credit Card Fees 

### $ 12,500.00 Delivery &Freight 

### $ 7,000.00 Dues &Subscriptions 

### $ 4,750.00 Employee Benefits Programs 

### $ 47,500.00 Franchise Tax 

### $ 17,500.00 Hangar Services 

### $ 15,800.00 Insurance 

### $ 10,625.00 Interest Expense 

### $ 8,697.54 Interest Expense
- Rise Aircraft 1 

### $ 31,048.47 Legal &Professional 

### $ 10,000.00 Maintenance Service Plans 

### $ 36,250.00 Meals &Entertainment 

### $ 2,500.00 Miscellaneous Expense 

### $ 5,000.00 Office Expense 

### $ 5,000.00 Office Supplies 

### $ 7,500.00 Payroll Taxes 

### $ 56,250.00 Payroll Service Fees 

### $ 4,500.00 Printing &Reproduction 

### $ 1,875.00 Reference Library 

### $ 3,050.00 Rent Expense 

### $ 83,750.00 Repairs &Maintenance 

### $ 10,000.00 Small Shop Tools 

### $ 10,000.00 Taxes 

### $ 12,500.00 Telephone &Communications 

### $ 16,250.00 Training &Education 

### $ 7,500.00 Travel 

### $ 6,250.00 Uniforms 

### $ 750.00 Utilities 

### $ 9,750.00 Wages &Salaries 

### $ 505,000.00 Wages &Salaries

- Rise (Admin Staff) 

### $ 25,000.00 Wages &Salaries- Rise Aircraft 1 (Maintenance) 

### $ 18,750.00 Wages &Salaries

- Rise Aircraft 1 (Flight Crew) 

### $ 77,400.00
Total Expenses 

### $ 1,254,496.01
Revenues Over (Under) Expenses Before Depreciation 

### $ 369,660.37

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS Quarter 2 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue- Aircraft 1 DAL-HOU Rise Revnue- Aircraft 2 DAL-HOU (3 mos after intial operation) Aircraft Sales & Commission Rise Revenue

- Training Billed Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance

- Rise Aircraft 1 Aircraft Insurance

- Rise Aircraft 2 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 2 Aircraft Mise Fees- Rise Aircraft 1 Aircraft Mise Fees- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 CrewTraining Costs CrewTraining Costs

- Rise Aircraft 2 Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Department Parts & Supplies

- Rise Aircraft 2 MX Engine Reserves- Rise Aircraft 1 MX Engine Reserves- Rise Aircraft 2 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies

- Rise Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses

- Rise
Total Cost of Goods Sold Gross Profit

Expenses

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 1,600,000.00 

### $ 1,079,078.02 

### $ 1,117,778.02 

### $ 3,750.00 

### $ 96,600.00 

### $ 3,897,206.04



### $ 27,133.10 

### $ 34,062.30 

### $ 4,500.00 

### $ 4,500.00 

### $ 4,500.00 

### $ 4,500.00 

### $ 10,850.00 

### $ 10,850.00 

### $ 3,750.00 

### $ 3,750.00 

### $ 7,500.00 

### $ 105,000.00 

### $ 111,250.00 

### $ 287,639.47 

### $ 287,639.47 

### $ 3,750.00 

### $ 69,500.00 

### $ 625.00 

### $ 247,500.00 

### $ 82,617.72 

### $ 82,617.72 

### $ 145,001.18 

### $ 145,001.18 

### $ 11,250.00 

### $ 13,000.00 

### $ 875.00 

### $ 6,250.00 

### $ 3,750.00 

### $ 6,711.87 

### $ 20,840.00 

### $ 1,746,714.01 

### $ 2,150,492.03Advertising 

### $ 5,250.00 Bank Fees 

### $ 750.00 Business Promotions 

### $ 3,750.00 Charitable Contributions 

### $ 750.00 Charter Department Expense 

### $ 12,500.00

SEE ACCOUNTANTS' COMPILATION REPORTCharter Department Expense

- 41 C 

### $ 100,000.00 Computer Expense & Upgrades 

### $ 3,750.00 Consulting Service 

### $ 12,500.00 Contract Labor 

### $ 45,000.00 Credit Card Fees 

### $ 12,500.00 Delivery & Freight 

### $ 7,000.00 Dues & Subscriptions 

### $ 4,750.00 Employee Benefits Programs 

### $ 47,500.00 Franchise Tax 

### $ 17,500.00 Hangar Services 

### $ 15,800.00 Insurance 

### $ 10,625.00 Interest Expense 

### $ 8,334.36 Interest Expense

- Rise Aircraft 1 

### $ 30,439.69 Interest Expense- Rise Aircraft 2 

### $ 31,048.47 Legal & Professional 

### $ 10,000.00 Maintenance Service Plans 

### $ 36,250.00 Meals & Entertainment 

### $ 2,500.00 Miscellaneous Expense 

### $ 5,000.00 Office Expense 

### $ 5,000.00 Office Supplies 

### $ 7,500.00 Payroll Taxes 

### $ 56,250.00 Payroll Service Fees 

### $ 4,500.00 Printing & Reproduction 

### $ 1,875.00 Reference Library 

### $ 3,050.00 Rent Expense 

### $ 83,750.00 Repairs & Maintenance 

### $ 10,000.00 Small Shop Tools 

### $ 10,000.00 Taxes 

### $ 12,500.00 Telephone & Communications 

### $ 16,250.00 Training & Education 

### $ 7,500.00 Travel 

### $ 6,250.00 Uniforms 

### $ 750.00 Utilities 

### $ 9,750.00 Wages & Salaries 

### $ 505,000.00 Wages & Salaries- Rise (Admin Staff) 

### $ 25,000.00 Wages & Salaries- Rise Aircraft 1 (Maintenance) 

### $ 18,750.00 Wages & Salaries- Rise Aircraft 2 & 3 (Maintenance) 

### $ 41,666.67 Wages & Salaries- Rise Aircraft 1 (Flight Crew) 

### $ 77,400.00 Wages & Salaries

- Rise Aircraft 2 (Flight Crew) 

### $ 116,100.00
Total Expenses 

### $ 1,442,339.19
Revenues Over (Under) Expenses Before Depreciation 

### $ 708,152.84

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS Quarter 3 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue- Aircraft 1 DAL-HOU Rise Revnue

- Aircraft 2 DAL-HOU (3 mos after intial operation) Rise Revnue -Aircraft 3 DAL-AUS (6 mos after initial operation) Aircraft Sales & Commission Rise Revenue -Training Billed Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance- Rise Aircraft 1 Aircraft Insurance- Rise Aircraft 2 Aircraft Insurance- Rise Aircraft 3 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 2 Aircraft Hanger Fees- Rise Aircraft 3 Aircraft Mise Fees

- Rise Aircraft 1 Aircraft Mise Fees

- Rise Aircraft 2 Aircraft Mise Fees

- Rise Aircraft 3 Aircraft Refurb

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 3 Crew Training Costs Crew Training Costs

- Rise Aircraft 3 Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Fuel

- Rise Aircraft 3 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Department Parts &Supplies

- Rise Aircraft 2 MX Department Parts &Supplies

- Rise Aircraft 3 MX Engine Reserves

- Rise Aircraft 1 MX Engine Reserves

- Rise Aircraft 2 MX Engine Reserves

- Rise Aircraft 3 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies- Rise Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses

- Rise

SEE ACCOUNTANTS' COMPILATION REPORT $ $ $ $ $ $ $

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1,600,000.00 1,079,078.02 1,117,778.02

886,898.00 3,750.00 96,600.00 4,784,104.04

27,133.10 34,062.30

4,500.00 4,500.00 4,500.00 4,500.00 4,500.00 4,500.00 10,850.00 10,850.00 10,850.00

3,750.00 3,750.00 3,750.00 7,500.00 105,000.00 111,250.00 287,639.47 287,639.47 213,914.25 3,750.00 69,500.00 625.00 247,500.00

82,617.72 82,617.72 61,441.88 145,001.18 145,001.18 107,835.75

11,250.00 13,000.00 875.00 6,250.00 3,750.00 6,711.87 20,840.00Total Cost of Goods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT 

### $ 2,153,505.88 

### $ 2,630,598.16



### $ 5,250.00 

### $ 750.00 

### $ 3,750.00 

### $ 750.00 

### $ 12,500.00Charter Department Expense

- 41 C 

### $ 100,000.00 Computer Expense & Upgrades 

### $ 3,750.00 Consulting Service 

### $ 12,500.00 Contract Labor 

### $ 45,000.00 Credit Card Fees 

### $ 12,500.00 Delivery & Freight 

### $ 7,000.00 Dues & Subscriptions 

### $ 4,750.00 Employee Benefits Programs 

### $ 47,500.00 Franchise Tax 

### $ 17,500.00 Hangar Services 

### $ 15,800.00 Insurance 

### $ 10,625.00 Interest Expense 

### $ 7,776.65 Interest Expense- Rise Aircraft 1 

### $ 29,823.26 Interest Expense- Rise Aircraft 2 

### $ 30,439.69 Interest Expense- Rise Aircraft 3 

### $ 31,048.47 Legal & Professional 

### $ 10,000.00 Maintenance Service Plans 

### $ 36,250.00 Meals & Entertainment 

### $ 2,500.00 Miscellaneous Expense 

### $ 5,000.00 Office Expense 

### $ 5,000.00 Office Supplies 

### $ 7,500.00 Payroll Taxes 

### $ 56,250.00 Payroll Service Fees 

### $ 4,500.00 Printing & Reproduction 

### $ 1,875.00 Reference Library 

### $ 3,050.00 Rent Expense 

### $ 83,750.00 Repairs & Maintenance 

### $ 10,000.00 Small Shop Tools 

### $ 10,000.00 Taxes 

### $ 12,500.00 Telephone & Communications 

### $ 16,250.00 Training & Education 

### $ 7,500.00 Travel 

### $ 6,250.00 Uniforms 

### $ 750.00 Utilities 

### $ 9,750.00 Wages & Salaries 

### $ 505,000.00 Wages & Salaries

- Rise (Admin Staff) 

### $ 25,000.00 Wages & Salaries- Rise Aircraft 1 (Maintenance) 

### $ 18,750.00 Wages & Salaries

- Rise Aircraft 2 & 3 (Maintenance) 

### $ 41,666.67 Wages & Salaries

- Rise Aircraft 1 (Flight Crew) 

### $ 77,400.00 Wages & Salaries

- Rise Aircraft 2 (Flight Crew) 

### $ 116,100.00 Wages & Salaries

- Rise Aircraft 3 (Flight Crew) 

### $ 116,100.00
Total Expenses 

### $ 1,587,704.74
Revenues Over (Under) Expenses Before Depreciation 

### $ 1,042,893.42

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS Quarter 4 2015 Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revnue -Aircraft 1 DAL-HOU Rise Revnue -Aircraft 2 DAL-HOU (3 mos after intial operation) Rise Revnue -Aircraft 3 DAL-AUS (6 mos after initial operation) Aircraft Sales & Commission Fuel Tax Credit Fuel Tax Credit- Rise Aircraft 1 Fuel Tax Credit- Rise Aircraft 2 Fuel Tax Credit- Rise Aircraft 3 Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance

- Rise Aircraft 1 Aircraft Insurance- Rise Aircraft 2 Aircraft Insurance- Rise Aircraft 3 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 2 Aircraft Hanger Fees- Rise Aircraft 3 Aircraft Mise Fees

- Rise Aircraft 1 Aircraft Mise Fees- Rise Aircraft 2 Aircraft Mise Fees- Rise Aircraft 3 Aircraft Refurb

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 3 Crew Training Costs Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Fuel

- Rise Aircraft 3 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts & Supplies

- Rise Aircraft 1 MX Department Parts & Supplies

- Rise Aircraft 2 MX Department Parts & Supplies

- Rise Aircraft 3 MX Engine Reserves

- Rise Aircraft 1 MX Engine Reserves- Rise Aircraft 2 MX Engine Reserves

- Rise Aircraft 3 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies

- Rise Sales Department Expenses Trip & Crew Expenses

SEE ACCOUNTANTS' COMPILATION REPORT $ $ $ $ $ $ $ $ $ $

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1,600,000.00 1,079,078.02 1,117,778.02

886,898.00 3,750.00 111,664.00

69,548.65 52,161.48 25,861.27 4,946,739.44

27,133.10 34,062.30

4,500.00 4,500.00 4,500.00 4,500.00 4,500.00 4,500.00 10,850.00 10,850.00 10,850.00

3,750.00 3,750.00 3,750.00 7,500.00 111,250.00 287,639.47 287,639.47 213,914.25 3,750.00 69,500.00 625.00 247,500.00

82,617.72 82,617.72 61,441.88 145,001.18 145,001.18 107,835.75

11,250.00 13,000.00 875.00 6,250.00 3,750.00 6,711.87Trip &Crew Expenses

- Rise
Total Cost ofGoods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense

SEE ACCOUNTANTS' COMPILATION REPORT $ 20,840.00 $ 2,048,505.88 $ 2,898,233.56

$ 5,250.00 $ 750.00 $ 3,750.00 $ 750.00 $ 12,500.00Charter Department Expense

- 41 C 

### $ 100,000.00 Computer Expense & Upgrades 

### $ 3,750.00 Consulting Service 

### $ 12,500.00 Contract Labor 

### $ 45,000.00 Credit Card Fees 

### $ 12,500.00 Delivery & Freight 

### $ 7,000.00 Dues & Subscriptions 

### $ 4,750.00 Employee Benefits Programs 

### $ 47,500.00 Franchise Tax 

### $ 17,500.00 Hangar Services 

### $ 15,800.00 Insurance 

### $ 10,625.00 Interest Expense 

### $ 7,136.98 Interest Expense- Rise Aircraft 1 

### $ 29,199.10 Interest Expense- Rise Aircraft 2 

### $ 29,823.26 Interest Expense- Rise Aircraft 3 

### $ 30,439.69 Legal & Professional 

### $ 10,000.00 Maintenance Service Plans 

### $ 36,250.00 Meals & Entertainment 

### $ 2,500.00 Miscellaneous Expense 

### $ 5,000.00 Office Expense 

### $ 5,000.00 Office Supplies 

### $ 7,500.00 Payroll Taxes 

### $ 56,250.00 Payroll Service Fees 

### $ 4,500.00 Printing & Reproduction 

### $ 1,875.00 Reference Library 

### $ 3,050.00 Rent Expense 

### $ 83,750.00 Repairs & Maintenance 

### $ 10,000.00 Small Shop Tools 

### $ 10,000.00 Taxes 

### $ 12,500.00 Telephone & Communications 

### $ 16,250.00 Training & Education 

### $ 7,500.00 Travel 

### $ 6,250.00 Uniforms 

### $ 750.00 Utilities 

### $ 9,750.00 Wages & Salaries 

### $ 505,000.00 Wages & Salaries

- Rise (Admin Staff) 

### $ 25,000.00 Wages & Salaries

- Rise Aircraft 1 (Maintenance) 

### $ 18,750.00 Wages & Salaries- Rise Aircraft 2 & 3 (Maintenance) 

### $ 41,666.67 Wages & Salaries

- Rise Aircraft 1 (Flight Crew) 

### $ 77,400.00 Wages & Salaries

- Rise Aircraft 2 (Flight Crew) 

### $ 116,100.00 Wages & Salaries

- Rise Aircraft 3 (Flight Crew) 

### $ 116,100.00
Total Expenses 

### $ 1,585,215.70 Revenues Over (Under) Expenses Before Depreciation 

### $ 1,313,017.86

SEE ACCOUNTANTS' COMPILATION REPORT

### MENAGERIE ENTERPRISES, INC. STATEMENT OF REVENUES AND EXPENSES INCOME TAX BASIS 2015 Year End Forecastwith Rise Operation (Accual Basis) UNAUDITED

Revenues Fee Revenue Rise Revenue- Aircraft 1 DAL-HOU Rise Revenue- Aircraft 2 DAL-HOU (3 mos after intial operation) Rise Revenue- Aircraft 3 DAL-AUS (6 mos after initial operation) Rise Revenue- Initial Start Up Fee Aircraft Sales & Commission Fuel Tax Credit Fuel Tax Credit- Rise Aircraft 1 Fuel Tax Credit- Rise Aircraft 2 Fuel Tax Credit- Rise Aircraft 3 Rise Revenue- Training Billed Gross Revenue

Cost of Goods Sold Aircraft Operating Expense Aircraft Insurance Aircraft Insurance

- Rise Aircraft 1 Aircraft Insurance

- Rise Aircraft 2 Aircraft Insurance

- Rise Aircraft 3 Aircraft Hanger Fees- Rise Aircraft 1 Aircraft Hanger Fees- Rise Aircraft 2 Aircraft Hanger Fees- Rise Aircraft 3 Aircraft Mise Fees

- Rise Aircraft 1 Aircraft Mise Fees- Rise Aircraft 2 Aircraft Mise Fees- Rise Aircraft 3 Aircraft Refurb

- Rise Aircraft 1 Aircraft Refurb

- Rise Aircraft 2 Aircraft Refurb

- Rise Aircraft 3 CrewTraining Costs CrewTraining Costs

- Rise Aircraft 1 (2 Flight Crew) CrewTraining Costs

- Rise Aircraft 2 (3 Flight Crew) CrewTraining Costs- Rise Aircraft 3 (3 Flight Crew) Fuel Fuel

- Rise Aircraft 1 Fuel

- Rise Aircraft 2 Fuel

- Rise Aircraft 3 Ground Transportation Lease Expense Licenses & Fees MX Department MX Department Parts &Supplies

- Rise Aircraft 1 MX Department Parts &Supplies

- Rise Aircraft 2 MX Department Parts &Supplies

- Rise Aircraft 3 MX Engine Reserves

- Rise Aircraft 1 MX Engine Reserves- Rise Aircraft 2 

### $ 6,400,000.00 4,316,312.08 3,353,334.06 1,773,796.00 51,284.00 15,000.00 111,664.00 69,548.65 52,161.48 25,861.27 257,600.00 

### $ 16,426,561.54



### $ 108,532.39 136,249.20

18,000.00 15,000.00

9,000.00 18,000.00 13,500.00

9,000.00 43,400.00 32,550.00 21,700.00 15,000.00 11,250.00

7,500.00 30,000.00 70,000.00 105,000.00 105,000.00 445,000.00 1,150,557.89

862,918.42 427,828.50

15,000.00 278,000.00 2,500.00 990,000.00 330,470.90 247,853.17 122,883.75 580,004.71 435,003.53

SEE ACCOUNTANTS' COMPILATION REPORTMX Engine Reserves

- Rise Aircraft 3 Outside Services Pilot Shop Supplies Ramp/Landing Fees Required Aircraft Supplies

- Rise Sales Department Expenses Trip & Crew Expenses Trip & Crew Expenses

- Rise
Total Cost ofGoods Sold Gross Profit

Expenses Advertising Bank Fees Business Promotions Charitable Contributions Charter Department Expense 215,671.50 45,000.00 52,000.00

3,500.00 25,000.00 15,000.00 26,847.47 83,360.00 

### $ 7,123,081.43 $ 9,303,480.11



### $ 21,000.00 3,000.00 15,000.00

3,000.00 50,000.00

SEE ACCOUNTANTS' COMPILATION REPORTCharter Department Expense

- 41 C Computer Expense & Upgrades Consulting Service Contract Labor Credit Card Fees Delivery & Freight Dues & Subscriptions Employee Benefits Programs Franchise Tax Hangar Services Insurance Interest Expense Interest Expense

- Rise Aircraft 1 Interest Expense- Rise Aircraft 2 Interest Expense- Rise Aircraft 3 Legal &Professional Maintenance Service Plans Meals & Entertainment Miscellaneous Expense Office Expense Office Supplies Payroll Taxes Payroll Service Fees Printing &Reproduction Reference Library Rent Expense Repairs &Maintenance Small Shop Tools Taxes Telephone & Communications Training & Education Travel Uniforms Utilities Wages & Salaries Wages &Salaries

- Rise (Admin Staff) Wages &Salaries

- Rise Aircraft 1 (Maintenance) Wages &Salaries- Rise Aircraft 2 &3 (Maintenance) Wages &Salaries

- Rise Aircraft 1 (2 Flight Crew) Wages & Salaries

- Rise Aircraft 2 (3 Flight Crew) Wages &Salaries

- Rise Aircraft 3 (3 Flight Crew)
Total Expenses Revenues Over (Under) Expenses Before Depreciation 

### $ $

SEE ACCOUNTANTS' COMPILATION REPORT 400,000.00 15,000.00 50,000.00 180,000.00

50,000.00 28,000.00 19,000.00 190,000.00

70,000.00 63,200.00 42,500.00 31,945.53 120,510.52

91,311.42 61,488.16 40,000.00 145,000.00

10,000.00 20,000.00 20,000.00 30,000.00 225,000.00

18,000.00 7,500.00 12,200.00 335,000.00

40,000.00 40,000.00 50,000.00 65,000.00 30,000.00 25,000.00

3,000.00 39,000.00 2,020,000.00

100,000.00

75,000.00 125,000.00 309,600.00 348,300.00 232,200.00 5,869,755.63 3,433,724.48SEE ACCOUNTANTS' COMPILATION REPORTSEE ACCOUNTANTS' COMPILATION REPORTSEE ACCOUNTANTS' COMPILATION REPORT

## APPLICATION OF MENAGERIE ENTERPRISES, INC. D/B/AMONARCHAIR

Exhibit 17U.S. Department ofTransportation Office ofthe Secretary ofTransportation 

## AGREEMENT Docket OST 95-236

The undersigned carriers (hereinafter referred to as "the Carriers") hereby agree as follows: 1. Each ofthe Carriers shall, effective May 16, 1966, include the following in its conditions ofcarriage, including tariffs embodying conditions ofcarriage filed by it with any government: "The Carrier shall avail itselfofthe limitation ofliability provided in the Convention forthe 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 atThe Hague September 28th, 1955. However, in accordance with Article 22(1) ofsaid 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 ofAmerica as a point oforigin, point ofdestination, or agreed stopping place (1) The limit ofliabilityfor 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 ofa 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 ofthe death, wounding, or other bodily injury ofa passenger, avail itself ofany defense under Article 20(1) ofsaid Convention or said Convention as amended by said Protocol. Nothing herein shall be deemed to affect the rights and liabilities ofthe Carrierwith regard to any claim brought by, on behalf of, or in respect ofany person who has willfully caused damagewhich resulted in death, wounding, or other bodily injury of a passenger." 2. Each Carrier shall, at the time ofdelivery ofthe ticket, furnish to each passengerwhose transportation is governed bythe 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 orattached to the ticket; or (iii) on the ticket envelope: "ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY Passengers on ajourney involving an ultimate destination ora stop in a country otherthan the country oforigin are advised thatthe provisions ofa treaty known as the Warsaw Convention may be applicable to the entirejourney, including any portion entirelywithin the country oforigin ordestination. For such passengers on ajourneyto, from, or with an agreed stopping place in the United States ofAmerica, the Convention and special contracts ofcarriage embodied in applicable tariffs provide thatthe liability of [certain ]* [(name ofcarrier) and certain other] carriers parties to such special contracts for death ofor personal injuryto passengers is limited in most cases to proven damages notto exceed US $75,000 per passenger, and that this liability up to such limit shall not depend on negligence on the part ofthe carrier. For such passengers traveling by a carrier not a party to such special contracts or on ajourney not to, from, or having an agreed stopping place in the United States ofAmerica, liability ofthe carrierfor death or personal injuryto passengers is limited in most cases to approximately US $10,000 or US $20,000. The names ofCarriers parties to such special contracts are available at all ticket offices ofsuch 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 ofthe carrier's liability underthe Warsaw Convention or such special contracts ofcarriage. Forfurther information please consult your airline or insurance company representative." 3. [This Agreementwas filed with the Civil Aeronautics Board ofthe 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 ofthe Department ofTransportation (DOT) by operation of law.] 4. This Agreement may be signed in any number ofcounterparts, all ofwhich shall constitute one Agreement. Any Carrier may become a party to this Agreement by signing a counterpart hereofand depositing itwith DOT. 5. Any Carrier party hereto maywithdrawfrom this Agreement by giving twelve (1 and the other Carriers parties to the Agreement. *Either alternative may be used.

OST Form 4523 (Formerly CAB Form 263) (Signature and **Date)/--r----"r+--------~r---,__..--'-_,__**__ (Printed Name and Title) 

### Raymond F. Sawtelle Ill President (Name and Address of carrier) Menagerie Enterprises, Inc. d.b.a. Monarch Air 4580 Claire Chennault St Addison, Texas 75001

### CERTIFICATE OF SERVICE
Ihereby certify that Ihave onthis day served the foregoing application for commuter air carrier authoritybyfirst class mail, postage prepaid, uponthe persons showninthe following service list.

November 7, 2014

SERVICE LIST Cameron Baker FAANorthDallas Flight Standards District Office 8700 FreeportParkway Irving, TX 75063 Director ofOperations Love FieldAirport Love FieldTerminal Building 8008 Cedar Springs Road, LB16 Dallas, TX75235 Director ofOperations William P. Hobby Airport 7800 Airport Blvd. Houston, TX 77061 Director ofOperations Austin-Bergstrom International Airport 3600 Presidential Blvd. Austin, TX78719 Director ofOperations San Antonio International Airport 9800 Airport Blvd. SanAntonio, TX78216 

# 4)-{J~P/~ Rebecca B. MacPherson Counsel for Menagerie Enterprises, Inc.

### Director ofOperations Midland International Airport 9506 La Force Blvd. Midland, TX 79706 Director ofOperations Tulsa International airport 7777 E. Apache St. Tulsa, OK 74115 Director ofOperations Will Rogers World Airport 7100 Terminal Dr. Oklahoma City, OK 73159

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

Menagerie Enterprises, Inc. d/b/a Monarch Air ) ) ) ) 

### ) ) ) ) 

### DOCKET

Forauthorityto conduct scheduled Passengeroperations as a commuter air Carrierunder 49 U.S.C. 41738

MOTION OF MENAGERIE ENTERPRISES D/B/A MONARCHAIR

TO WITHHOLD INFORMATION FROM PUBLIC DISCLOSURE

Pursuantto section 302.12 ofthe Department's Rules ofPractice, Menagerie Enterprises, Inc. d/b/aMonarch Airhereby moves to withhold from public disclosure Exhibits 8A-H, 9, 13, and 14 to the above-captioned application for issuance ofcommuter air carrier authority. These documents are beingfiled with this Motion in a sealed envelope marked "ConfidentialMaterials -Rule 12 TreatmentRequested." In support ofthis Motion, Menagerie Enterprises, Inc submits the following:

• Exhibits 8A-H consist ofexisting leasing agreementsbetween Menagerie Airand the owners ofthe aircraft. Exhibit 8A. Exhibit 8B. Exhibit 8C. Exhibit 8D. Exhibit 8E. Exhibit 8F. Exhibit 80. Exhibit 8H. List ofCurrentAircraftFleet Aircraft ManagementAgreement and Operating Agreementfor N1180 W Aircraft lease Agreement for N161RC AircraftManagementAgreement and Operating Agreementfor N214GB Aircraft Lease Agreement for N38MG Aircraft Management agreement and Operating Agreement for N41C Aircraft Lease Agreement for N407W Aircraft Lease Agreement for N514DS

• Exhibits 9, 13 and 14 provide informationfrom Menagerie Enterprises, Inc.'s financial institutions related to existing letters ofcredit and willingness to extend additional financing, as well as information on existingbalances and secured debt. Exhibit 9. Letter from Steve Young, Legacy Texas Bank, dated October 31,2014

### Exhibit 13. Exhibit 14. Letterfrom Steve Young, LegacyTexas Bank, dated October 1, 2014 Letterfrom DonaldJones, BB&T, dated October 6, 2014 The information Menagerie Enterprises, Inc. seeksto withhold from public disclosure is 

### (1) commercial orfinancial, (2) obtained from a person outside the government, and (3) privileged or confidential. Moreover, release ofthis information would cause substantial harm to the competitiveposition ofMenagerie Enterprises, Inc. orthe individual from whomthe information was obtained and serve no public interest ifreleased. Exhibits 8A-8H, 9, 13, and 14 contain sensitive financial and commercial informationthatcould be used by competitorsto impedethe applicant's plans to undertake the proposed air service. Moreover, the information inthese exhibits is highly detailed and wouldnot otherwise be made accessibletopersons outsidethe company. As such, the informationis entitledto non-disclosure under section 552(b) (4) oftitle 5 oftheUnited States Code. Therefore, this information should be afforded confidential treatmentbythe Departmentunder Rule 12.

Attachments Certificate ofService Exhibits

2 Submittedby,



# /f2t~~~'lw7-- Rebecca B. MacPherson Counsel for Menagerie Enterprises, Inc.