### BEFORETHE DEPARTMENT OFTRANSPORTATION WASHINGTON, D.C.
Application of GAMA CHARTERS INC. for a certificate ofpublic convenience and necessity under49 U.S.C. 

### §41102 to engage in interstate charterair transportation ) 

### ) ) )

# ~ OST-2012- 

# 0/9

# I ) ) )



### APPLICATION OF GAMA CHARTERS INC. AND REQUEST FOR

### PENDENTELITEEXEMPTION

Communications withrespectto this document shouldbe sentto:

Dated: October 23, 2012 Malcolm L. Benge ZUCKERT SCOUTT & 

### RASENBERGER, L.L.P. 888 Seventeenth Street, N.W. Suite 700 Washington, D.C. 20006 (202) 298-8660 mlbenge@zsrlaw.com Attorneys for Gama Charters Inc.



### NOTICE: ANY PERSONMAY FILEAN ANSWERWITHTHE DEPARTMENT OF TRANSPORTATION SUPPORTING OROPPOSING THIS APPLICATION. ANSWERS MUST BEFILED ON ORBEFORENOVEMBER 13, 2012 AND MUST BE SERVED ON THE PARTIES NAMED IN THEATTACHED SERVICELIST.

### BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.
Application of GAMA CHARTERS INC. for a certificate ofpublic convenience and necessity under 49 U.S.C. § 41102 to engage in interstate charter air transportation


### Dated: October 23, 2012 ) ) ) ) ) ) 

### ) ) ) 

### OST-2012-

APPLICATION OF GAMA CHARTERS INC. AND REQUEST FOR

### PENDENTELITEEXEMPTION


### Gama Charters Inc. ("Gama" or "Applicant") hereby applies pursuantto Section 41102 ofTitle 49 ofthe United States Code and Part 204 oftheDepartment's Regulations for a certificate ofpublic convenience and necessity authorizing Gamato engage inthe interstate charter airtransportation ofpersons, property and mail with a Boeing Business Jet aircraft ("BBJ"). 1 

### Gamarequests thatthis applicationbeprocessedunder the non-hearing procedures prescribedby SubpartB ofthe Department'sRules ofPractice, and asks thatthe Department issue the requested certificate authority as expeditiously as possible. In support ofits application, Gamarespectfully states as follows:

1

### By separate application, Gamais concurrently filing for a certificate ofpublic convenience and

necessity authorizing itto engage inforeign charter air transportation ofpersons, property and mail also with a BBJ.

### APPLICATION OF GAMA AVIATION INC. Page2 

### 1. Name and Address ofApplicant. The full name and address oftheApplicantis Gama Charters Inc., Sikorsky Memorial Airport, 700 Great MeadowRoad, Stratford, Connecticut 06615. The phone and fax number for Gama are as follows: Phone: (203) 385- 3426/Fax: (203) 380-6639. 2. 

### Form ofOrganization. Gamais a corporation organized and existing underthe laws ofthe State ofDelaware. Gama was formed in 1999 in accordance withthe Delaware General CorporationLaw. A copy ofGama's Certificate oflncorporation and a certificate of good standing issuedbythe Delaware Secretary ofState are attached hereto as Exhibit GAMA100. Gamadoes nothave any subsidiaries. It

### does nothave any shares ofstock in, nor does it control, any air carrier, foreign air carrier, common carrier or any person substantially engaged in the business ofaeronautics. 3. 

### Ownership and Citizenship. Gama's ownership informationwas previously the subject ofa notice submitted on February 29, 2008 in accordance with Section 204 ofthe Department's regulations. The backgroundto Gama's ownership informationis set forth briefly below. In February 2008, Merritt Property LLC ("Merritt"), a Delaware limited liability company, purchased a seventy-fivepercent (75%) ownership interest in Operator Holding Group, Inc. ("OHI"), the corporate parent ofFlight Services Group, Inc. ("FSG"), the predecessor ofGama. Merrittis owned in equal shares by John Tesei and Robert McBride, both ofwhom are U.S. citizens. As part ofthe same transaction, Gama Group Limited ("Gama Holdings"), a U.K. company, purchased atwenty-five percent (25%) interest in OHI. Subsequently, FSGchanged its name to GamaCharters Inc.

### APPLICATION OF GAMA AVIATION INC. Page 3 In 2009, Merritt investors sold atwelve percent (12%) ownership share to Thomas Miller, ChiefExecutive Officer ofGama, and an identical twelve percent ownership interest to Thomas Connelly, Gama's Director ofMaintenance. Mr. Miller and Mr. Connelly are members ofGama's seniormanagement who have been employees ofthe company for many years. Both
are U.S. citizens. Mr. Miller and Mr. Connelly financed the acquisition ofOHI shares withtheir
ownresources. Theirpurchase ofshares did not involve any debt. Atthe same time, the OHI shares heldby GamaHoldings were consolidated in a company named Gama Group Inc. ("Gama Group"). Acting underthe liberalized cross-border ownership rules ofthe United States-EuropeanUnionAirTransport Agreement, Gama Group purchased an additional twenty-fourpercent (24%) interest in OHI from Merritt, resulting in a total ownership interest offorty-nine percent (49%), includingtwenty-five percent (25%) of OHI's voting stock. As a result ofthe above-describedtransactions, the current ownership ofOHI (the controlling entity ofGama) is as follows: Class A Class B Name Voting Shares Non-voting Shares Shares Citizenship Merritt Property LLC 

### 27 0 27 U.S. Gama Group, Inc. 

### 17 32 49 U.K. Thomas Connelly 

### 12 0 

### 12 U.S. Thomas Miller 

### 12 0 

### 12 U.S. 

### None ofGama's shareholders are related by blood or marriage. Attached as Exhibit GAMA200, please find an Affidavit ofCitizenship for Gama.

### APPLICATION OF GAMAAVIATION INC. Page4 Merritt is a non-operating holding company created to holdthe equity interests ofMessrs. Tesei and McBride in OHI. The formation ofMerrittwas previously described by Gamain a letter submittedto the Fitness Division onJuly 7, 2009. Gama Group is the wholly-owned subsidiary ofGamaHoldings, a companyregistered in the United Kingdom. GamaHoldings is owned and effectively controlledbyEU nationals. GamaHoldings operates on-demand air chartertransportationpursuantto anAir Transport License and an Air Operations Certificate issuedbythe U.K. Civil Aviation Authority. Attached
as Exhibit GAMA-300 are financial statements for GamaHoldings for the pasttwo fiscal years, withthe mostrecent financial statement showing the results ofoperations for GamaHoldings as ofDecember 31, 2011. The GamaHoldingsfinancial statements have beenpreparedbythe accounting firm Deloitte & 

### Touche, in accordance with generally accepted accounting principles. No significant events have occurred subsequentto the date ofthe mostrecent financial statement for GamaHoldingsthat wouldhave a material effect on its financial results. 4. 

### Key Personnel.
a. Board ofDirectors. Gama's board ofdirectors is comprised entirely ofU.S. citizens. The board members are
as follows: Citizenship Address Robert McBride U.S. 24 Greenwich Avenue, Greenwich, CT 06830 John P. Tesei U.S. 36 Carrington Drive, Greenwich, CT 06831 Thomas H. Miller U.S. 19 Lester Street, Milford, CT 06461 Thomas Connelly U.S. 269 Puritan Road, Fairfield, CT 06824 

### All ofthe above-named individuals have anindirect ownership interestin Gamathroughtheir ownership ofOHI as disclosed inparagraph4 ofthis Application.

### APPLICATION OF GAMAAVIATION INC. Page 5 The board ofdirectors ofOHI, Gama's parent, reflects the composition ofthe company's ownership. The OHI board members are as follows: Name Citizenship Address RobertMcBride U.S. 24 Greenwich Avenue, Greenwich, CT 06830 John P. Tesei U.S. 36 Carrington Drive, Greenwich, CT 06830 Marwan Khalek U.K. 480 Lordship Boulevard, Stratford, CT 06615 Thomas H. Miller U.S. 19 Lester Street, Milford, CT 06461 Thomas Connelly U.S. 269 Puritan Road, Fairfield, CT 06824 

### Messrs. McBride, Tesei, Miller and Connellyhave an ownership interest in OHI as disclosed in paragraph4 ofthis Application. Mr. Khalek is the ChiefExecutive Officer and principal owner ofGamaHoldings. b. Management. The following individuals serve as officers ofGama: Title Citizenship Address Thomas H. Miller ChiefExecutive Officer U.S. 19 Lester Street, Milford, CT 06461 Thomas Connelly Director ofMaintenance U.S. 269 Puritan Road, Fairfield, CT 06824 John Walter ChiefPilot U.S. 105 Elizabeth Terrace, Stratford, CT 06614 

### Messrs. Miller, Connelly and Walterhave been approvedbythe FAAto holdthe management positionsrequired under FAR 119.69 for Part 135 operators. Resumes and compliance questionnaires for each ofthe officers ofGamawere previously submittedto the Departmentby letter dated July 7, 2009. Messrs. Miller and Connellyhave an ownership interest in OHI as disclosed inparagraph4 ofthis Application. 5. FinancialInformation. Gamais aprivately-owned corporation. It

### is not requiredto file Form 10-KReports withthe Securities and Exchange Commission. Gama's

### APPLICATION OF GAMA AVIATION INC. Page 6 balance sheet as ofl!lne 30, 2012 and December 31 for the pastthree calendar years are setforth in Exhibit GAMA-400. Income Statements for the sameperiods are attached as Exhibit GAMA401. The attached financial statements were preparedby Wayne M. Champagne in accordance with Generally Accepted Accounting Principles. Mr. Champagne is Gama's Controller. He has been employedby Gamainvarious accounting positions ofincreasingresponsibility since 1997. Mr. Champagne graduated from Fairfield University in 1983 with a B.A. degree in Accounting. He received his Certified Public Accounting (CPA) license in 1986. No significant events have occurred subsequentto the date ofthe mostrecent financial statementfor Gamathatwouldhave
amaterial effect onits financial results. 6. 

### PendingActions and Outstanding Judgments.
a. There are no pending actions or outstandingjudgments involving an amount in
excess of$5,000 against Gama, Gama Group or any key personnel employedby Gamaorby any party having a substantial interest in Gama. b. The total number ofall pending actions or outstandingjudgments ofless than $5000 against Gama, GamaGroup, any oftheirkeypersonnel or any personhaving a substantial interestin Gama, is zero. 7. CurrentAircraft Fleet and FleetAcquisition Plans Pursuantto aircraft management arrangements common inthe aviation industry, Gama currently leases 35 aircraft for its Part 135 on-demand operations. These aircraft include a wide range ofprivately-owned corporatejets. Gamais seeking authority to engage in on-demand, single entity charter services using a BBJ aircraft. To facilitate its proposed services, and inkeeping withthe arrangements employed for Gama's currentPart 135 operations, Gama will enterinto a lease agreement with a BBJ

### APPLICATION OF GAMAAVIATION INC. Page 7
ownerthatbecomes effective onlyupon the issuance bythe Department ofa final and effective order granting Gama a certificate ofpublic convenience and necessity. The BBJ aircraft will be managedpursuantto a Management Services Agreementbetweenthe owner ofthe BBJ and GamaAviation, Inc. (a subsidiary ofGama Group). 8. 

### Pending Investigations, EnforcementActions and Formal Complaints. There are no pending investigations, enforcement actions, orformal complaints, initiated bythe Department orthe FAA, involving Gama, or GamaGroup, anypersonnel employedby Gama or Gama Group, or any personhaving a substantial interest in Gamaor Gama Group, regarding compliance withTitle 49 ofthe United States Code ("Transportation Code") ororders, rules, regulations orrequirements issuedpursuantto the Transportation Code. 

### 9. Unfair, Deceptive orAnticompetitive Business Practices; Antitrust, Fraud and Felony Charges (past 10 years) During the pasttenyears, there have beenno charges ofunfair, deceptive or anticompetitive business practices, or offraud, felony or antitrustviolations, against any ofthe following entities: Gama, GamaGroup, any person employedby Gama or Gama Group, and any personhaving a substantial interest in Gama. 10. 

### AircraftAccidents and Incidents Gamahas notbeeninvolved inany aircraft accident orincidentwhich occurred during the pastyear, or at anytime inthe pastwhichremains underinvestigationbythe FAA, the National Transportation Safety Board orby Gamaitself. 11. 

### Federal, State and Foreign Authority Held and FAAJurisdiction. Gamawas first issued anAOC to engage in commercial airtransportation in 1983. A briefhistory ofGama's operations is attached hereto as Exhibit GAMA-500. Atthe presenttime

### APPLICATION OF GAMAAVIATION INC. Page 8 Gamaholds the following federal, state and foreign authority to engage in commercial air transportation:
a. Part 298 Air Taxi Exemption: The Departmentissued Gama a Part 298 exemption on December 7, 2000 when GamaWas still operating under the name Flight Services Group. b. Part 135 Air Carrier Certificate. Gama currently engages in on-demand charter transportationunder Part 135 ofthe Federal Aviation Regulations ("FAR") pursuantto an Air Operator Certificate ("AOC") issuedby Federal Aviation Administration ("FAA") under FAR Part 119 (CertificateNumber 02GA9701). A copy ofGama's AOC is attachedhereto as Exhibit GAMA-600. The FAA office whichhasprimaryjurisdiction over Gama's flight operations is: BethBabb, Manager Flight Standards District Office #63 Federal Aviation Administration Building 85-214 Bradley International Airport Windsor Locks, CT 06096.
12. Proposed Service Plan and Revenue and Traffic Forecasts. 

### Gamaplans to engage in BBJ services inthe same way thatit conducts its current Part 135 operations. Although Gamais a Part 135 operator, it does not own any aircraft; instead, it operates aircraftthat are managed onbehalfofthe owners. The owners ofthese aircraft wishto derive revenue from the use oftheir aircraft for Part 135 commercial charters but do not possess any air carrier operating authority. Instead, they lease their aircraftto Gama, which operates the aircraft for on-demand charters pursuantto its Part 135 certificate. Gamaretains aportion ofthe
revenue from these charters as payment for services itprovides as operator; the balance is

### APPLICATION OF GAMA AVIATION INC. Page 9 remitted to the aircraft owners inthe form oflease payments. This is the standard industry arrangement for Part 135-certified aircraft that are subjectto third-party management agreements. Gamais extending this business model to its proposed BBJ operations. It

### will operate a BBJ aircraft owned by others for commercial charter services. The revenue derived from the BBJ charter services will be retained by Gama net ofany lease payments made to the aircraft
owners. This is the same business model used by other Part 135 certificate holders conducting BBJoperations, including Universal Jet Aviation (Order 2012-1-11) and Avjet Corporation (DOT Order 2009-1-7). Gamawill initiate BBJ operations with a single BBJ aircraft ownedby Delaware Global Operation, LLC ("Delaware Global"). The BBJ will be leased to Gamaby Delaware Global; in return, Gamawill use itto operate on-demand charters for third-party customers. Under this arrangement, Delaware Global will pay all operating costs for the BBJplus all costs relating to the management ofthe aircraft. Gamawill receive tenpercent (10%) ofthe revenues from the BBJ charter operations.
a. First Year Financial and Traffic Projections Gama's business model for its proposed BBJ operations has a dramatic effect on its forecast BBJ operating costs. Gamawill not directly incur any operating expenses for BBJ operations due to the structure ofthe proposed contractual arrangements withDelaware Global. Under those arrangements, Delaware Global will be responsible for virtually all aircraft operating costs, including but not limited to: fuel, insurance, catering, maintenance, flight phone,
crewtravel expenses, flight crew costs, parking, andparts and labor. As a result, the only costs Gama expects to incur in connectionwith its proposed BBJ operations are the incremental costs

### APPLICATION OF GAMA AVIATION INC. Page 10 ofadding the BBJto its Part 135 operations specifications and the training costs required for its
crews to become qualified onthe BBJ. Based onits projected first-year operatingplan, Gama expects to generate $$600,000 in BBJ charterrevenues during the twelve-month period from January 1, 2013 to December 31, 2013. Exhibit GAMA-700 presents Gama's forecasted BBJrevenue and operating costs for the
same period, broken downby calendarmonth. These figures showtotal costs of$5,595,000 for the first full year ofBBJ operations, which are limitedto the estimated BBJ lease expense and Gama's pre-operating costs for the addition ofthe BBJto its fleet. All other operating costs will bepaidbythe BBJ aircraft owner. Gama estimatesthat it will fly the BBJ aircraftup to 400 hours during its first full-year ofBBJoperations, generating revenue of$6.6 million. Atthat level offlying, the amount ofrentpaidto the BBJ aircraft owner would total $5,520,000. However, under the arrangementwiththe BBJowner, the non-exclusive lease ofthe BBJis not a fixed cost. The amount ofrent paid to the BBJ owner is directly related to the number offlight hours accumulated onthe aircraft for third-party charters. Ifthere is no demand for third-party charter flights withthe BBJ, Gama's lease expense wouldbe zero. Assuming 400 hours of annual usage, Gamacurrently estimates that its net income from BBJ operations for the twelvemonthperiod endingDecember 31, 2013 will be $1,005,000. b. Pre-operating and Start-up Expenses Gama estimates that its pre-operating and start-up expenses arising out ofits proposed BBJ operations willtotal $75,000, as itemized inExhibit GAMA-701. All ofthose expenses relate to the costs requiredto addthe BBJto Gama'sPart 135 operations specifications andto obtainrequired training for its flight and maintenance crews. A substantial portion ofsuch costs

### APPLICATION OF GAMAAVIATION INC. Page 11 already have been incurred and have beenpaid for out ofthe revenue from Gama's ongoing Part 135 operations. Gama anticipates that first year operating costs for its proposedBBJ services will be limited to its pre-operating expenses of$75,000.2 

### Againstthis amount, Gamahas available cash exceeding $276,000. Based onthe foregoing analysis, Gamahas ample resources to meetthe Department's three-month financial fitness test.
c. Commercial Agreements. Gama entered into a Master Cooperation and Franchising and Branding Agreement ("Branding Agreement") with Gama Group in 2010. Underthe provisions ofthe Branding Agreement, Gama Group provides Gamawith certain flight planning, administrative and aircraft maintenance services in support ofGama's Part 135 operations. Gama Group will provide these
same services in connection with Gama'sproposed BBJoperations. In addition, the Branding Agreementprovides for the marketing ofGama's services under a commonbrand with Gama Group, in accordance withthe provisions ofAnnex 5 ofthe U.S.-E.U. AirTransport Agreement. A copy ofthe Branding Agreementwas previously submittedto the Departmentwhen Gama updated its fitness databy letter dated April14, 2010.

2 

### Although operating costs for the first three months ofBBJoperations will be substantially in excess ofthis amount, those costs will be covered by Delaware Global and therefore are not to beincluded inthe Department's financial fitness determination. Universal Jet Aviation, DOT Order 2012-1-11, p. 5.

### APPLICATION OF GAMAAVIATION INC. Page 1213. 

### Waiver ofWarsaw Liability Limits Priorto the commencement ofthe services proposedinthis Application, Gamawill submitto the Departmentthree (3) executed counterparts ofOST Form4523, waiving the liability limits ofthe Warsaw Convention and accepting liability inan amountup to $75,000. 14. 

### Aviation DisasterFamily Assistance Plan. Upon approval ofthis Application, Gamawill file withthe Department and theNational Transportation Safety Board anAviation Disaster FamilyAssistanceplanin accordance withthe Department's requirements. 15. 

### PassengerManifest Information Compliance Plan. Immediately following favorable actionbythe Department onthis Application, Gama will file a PassengerManifest Information Compliance Plan as required by 14 C.F.R. §243.13. 16. 

### Verification. Pursuantto 14 C.F.R. § 204.3(v), attachedto this Application is a Verification ofthe contents ofthisApplication signed by Thomas Miller, ChiefExecutive Officer ofGama. 17. 

### Request for

### PendenteLiteExemption. Gamahas been a Part 135 certificate holder and aircraft operator for over20 years. Many ofits crewmembers already are qualified onB737 and other large transport category aircraft. Its principal executives haveprofessional backgroundsthatinclude substantial experience withmajor airline operations. As it already possesses all the organizational requirements and skills to conductBBJoperations, Gamarequests an exemption

### pendente lite to the extentnecessaryto allowitto conductPart 135 services withBBJ aircraftpending Department action onthe instant application.

### APPLICATION OF GAMA AVIATION INC. Page 13 The Departmenthas previously allowed a Part 135 operatorto engage inBBJ services priorto making a determination on its request for certificate authority. During the time that Universal Jet Aviation's ("Universal Jet") certificate applicationwas pending before the Department, Universal Jet was allowed to conduct Part 135 services with a BBJ aircraft. Universal Jet Aviation, DOT Order 2011-8-19. The Departmentprudently concludedthat an experienced Part 135 operator could safely conduct commercial flights with a BBJ aircraft while the Department determined whetherthe operator satisfiednon-operational fitness requirements, e.g., financial fitness and citizenship. Gama is requesting the same discretionary reliefwithrespectto its ownrequestto conduct on-demand charter operations with a single BBJ aircraft. The Department's decision regarding Universal Jet Aviation sufficiently demonstrates that a BBJ aircraftunderthe control ofan experiencedPart 135 operator does notpose any unacceptable risks to aviation safety. The public interest wouldbe served by allowing Gamato make BBJ services available to interested third parties for the shortperiodthat its certificate applicationwill bependingbeforethe Department. Gamais willing to accept any conditions thatthe Departmentmay impose should its request for apendente lite exemptionbe granted. 

## * * * * * * * * * *

### APPLICATION OF GAMAAVIATION INC. Page 14

WHEREFORE, Gamarespectfully requests thatthe Department grant a certificate of public convenience and necessity authorizing itto engage in interstate charter air transportation ofpersons, property and mail withBBJ aircraft, as described herein. Gamafurther requests that itbe granted an exemption

### pendente lite to conduct such operations immediately. Inthe alternative, Gamarequests that such authority be granted intimeto enable Gamato commence such charter operations on orbefore January 1, 2013.

Dated: October 23, 2012 Respectfully submitted,

ZUCKERT SCOUTT & 

### RASENBERGER, L.L.P. 888 Seventeenth Street, N.W. Suite 700 Washington, D.C. 20006 (202) 298-8660 mlbenge@zsrlaw.com Attorneys for Gama Charters Inc.

### VERIFICATION


### Pursuant to Title 18 United States Code 1001, I, Thomas H. Miller, inmyindividual capacity and as the authorizedrepresentative ofGamaCharters Inc., statethatthe contents ofthis application and the accompanying exhibits are true and correct to thebest ofmyknowledge and belief. I have notin anymannerknowingly and willfullyfalsified, concealed or coveredup any material fact ormade any false, fictitious, or fraudulent statements orknowinglyused any documents which contain such statements in connectionwith thepreparation, filing or prosecution ofthis application. Iunderstand that an individual who is found to have violatedthe provisions of18 U.S.C. section 1001 shallbefined no more than $10,000 orimprisoned not
more than five years, orboth.

Thomas H. Miller ChiefExecutive Officer

Subscribedto and swornbefore methis

## _fJ_ day ofOctober, 2012.

NotaryPublic P. BONIN 

### NOTARYPUBLIC MYCOMMISSION EXPIRES FEB.28,2017

### CERTIFICATE OF SERVICE I hereby certify that onthis 23rd day ofOctober 2012, a copy ofthe foregoing Application ofGama Charters Inc. was servedby email or first class mail onthe parties named below:
John M. Allen Director Flight Standards Service Federal Aviation Administration 800 Independence Avenue, S.W. Room 821 Washington, D.C. 20591 john.allen@faa.gov Beth Babb, Manager Flight Standards district Office #63 Federal AviationAdministration Building 85-214 Bradley International Airport Windsor Locks, CT 06096

# EXHIBIT GAMA-100

# tJJe[aware
PAGE 1 

## rrfie 

# :FirstState

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "GAMA CHARTERS INC." IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE SEVENTEENTH DAY OF OCTOBER, A.D. 2012. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "GAMA CHARTERS INC. " WAS INCORPORATED ON THE FOURTH DAY OF FEBRUARY, A.D. 1999. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO.DATE.

3001457 8300

You may verify this certificate online at corp.delaware.gov/autbver.sbtml

# EXHIBIT GAMA-200

### BEFORE THE DEPARTMENT OFTRANSPORTATION WASHINGTON, D.C. ) 

### Application of ) ) 

### GAMA CHARTERS INC. ) EXHIBIT GAMA-200

) 

### for a certificate ofpublic convenience ) Docket OST-2012- and necessity pursuantto 49 U.S.C. § 41102 ) to engage in interstate charter air ) transportation )

## ----------------------------~) AFFIDAVIT OF CITIZENSHIP 

### Thomas Miller, being duly sworn, deposes and says as follows: 1. Thathe is duly elected, qualified, and serving as ChiefExecutive Officer ofGama Charters Inc., and that he is authorized to and does makethis affidavit for it. 2. That Gama Charters Inc. is aDelaware corporation, ofwhichthe chiefexecutive officer and more than two-thirds ofthe directors and managing officers, andthe owners ofmore than 75 percent ofthe voting interest ofthe company, are citizens ofthe United States. 3. That, onthe basis ofthe foregoing facts, he believes that Gama Charters Inc. is a citizen oftheUnited States withinthe meaning of49 U.S.C. §

### 41102(a)(5) ofthe U.S. Transportation Code.

State ofConnecticut County o£-Norfulk (A if.F/li ;)

### Th~mas Miller

Subscribed to and swornbefore me**this~** 

### day ofOctober, 2012.

P. BONIN 

### N 

### p 

### ul· NOTARYPUBLIC 

### otary uu lC 

### My commission expires MYCOMMISSION EXPIRES FEB.

### f6, 2017

# EXHIBIT GAMA-300

# r COMPANY REGISTRATION NUMBER 2790795



## GAMA GROUP LIMITED FINANCIAL STATEMENTS

31 DECEMBER 2011


# ft c 

# ts

### GAMA GROUP LIMITED FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011

CONTENTS Officers and professional advisers The directors' report Independentauditor's reporttothe shareholders Profit andloss account Group balancesheet Balance sheet Group cash flow Bookmark not defined. Notes tothefinancial statements PAGES

2 to S 6 7 8 9 10 to
12to 25 Error!

### GAMA GROUP LIMITED OFFICERS AND PROFESSIONAL ADVISERS

THE BOARD OF DIRECTORS

COMPANY SECRETARY REGISTERED OFFICE

AUDITOR G A Khalek MA Khalek 5 PWright D M Millington M M Sukkar J Foley D M Millington Business Aviation Centre Farnborough Airport Farnborough Hampshire GU146XA Deloitte LLP Chartered Accountants Chartered Accountants Crawley

### GAMA GROUP LIMITED THE DIRECTORS' REPORT (continued) YEAR ENDED 31 DECEMBER 2011 The directors have pleasure in presenting their report and the financial statements ofthe group for the year ended 31 December 2011. PRINCIPAL ACTIVITIES AND BUSINESS REVIEW The principal activity ofthe group during theyear wasthat ofairtransport contractors, leasing and aircraft engineering. During the year, the group acquired the entire share capital of Gama Aviation SA, a Swiss registered company, engaging in the provision ofprofessional services and personnelfor a nominal sum. The directors have observed that as a result ofthe current economic downturn, market values for second hand aircraft have fallen and the number ofdistress sales has lowered the resale value ofsmall and medium sized business aircraft. As a result the Group undertook a detailed impairment review and determined that an impairment of $9,300,000 should berecorded againstthecarrying value ofthe Group's aircraftfleet. Given the difficult and unpredictable trading conditions experienced during the year, the directors are satisfied with the results ofthe group and the financial position at the year end. The aircraft management business has expanded during the year with new clientsjoining our roster. The charter market has been more challenging and the directors forecast the performancein 2011 to besimilartothat in 2010. PRINCIPAL RISKS AND UNCERTAINTIES The directors considerthe principal risks tothebusiness are: *Pooroperational performancedamagingthe group's reputation *Changes in economic climatethat make private airtransport less attractive *Increasing regulatoryburden and costs ofcompliance Damagetothegroup5reputation The group's reputationfor safety, reliability and high service standardsis essential for maintaining customerloyalty and ensuring premium pricing levels. The group has systems and monitoring processes in place to ensure that high standards are maintained across all aspects of the group, including customer-facing crew as well as back-office operational staff. The group carefully reviews any deviations from these standards and implements changes to preventrecurrence. Changesin economicclimate The group offers air transportation services that provide far greater flexibility, discretion and levels of service than is possible with general aviation services. The directors recognise that in a recessionary economic climate there may be pressure on customers to reduce their use of private aviation services. The directors mitigate this risk by regularly reviewing current and anticipated activity levels and ensuring that the Group's cost base is aligned with the expected level ofactivity going forward. Regulatoryburdenandcostsof compliance To ensure very high levels of safety, the aviation industry has significant and complex regulation to cover training, engineering, safety and operations. Breaches of regulations are likely to lead to sanctions such as suspension of operations or other restrictions. The directors believe that the regulatory burden is likely to increase over time and have members ofstaffdedicated to liaising with the various regulatory bodies. In addition, staffare regularly trained and appraisedto ensuretheir understanding and compliance. RESULTS AND DIVIDENDS The lossfor theyear, aftertaxation, amountedto $2,730,000.The directors have not recommended a dividend. FINANCIAL INSTRUMENTS Financialriskmanagementobjectivesand policies The group's principal financial instruments comprise: *Bankbalances; *Tradecreditors; *Tradedebtors; and *Financelease agreements The main purpose ofthese instruments is to raise and maintain sufficientfunds tofinance the group's operations. Due to the nature of the financial instruments used by the group there is no exposure to price risk. The group's approachto managing otherrisks applicabletothefinancial instruments concerned is shown below. Bankbalances The group has no formal overdraft facility as theforecasts regularly reviewed by directors do not anticipate short-term funding requirements. General liquidity risk is managed by maintaining weekly cash forecasts to ensure positive cash balances. Trade creditors

### GAMA GROUP LIMITED THE DIRECTORS' REPORT (continued} YEAR ENDED 31 DECEMBER 2011 Trade creditors liquidity risk is managed by ensuring sufficientfunds are availabletomeet amounts due. Trade debtors Trade debtors are managed in respect ofcredit and cash flow by regular review of aged debtors and our customers' credit rating. Cash flow risk is mitigated by requiring up-front paymentfor much ofthe group's work and short credit termsfor all other customers. Provisions are made against any amountfor which the recoverability is uncertain. Financelease The group is a lessee in respect of a number of finance leased assets, mainly aircraft. The company manages the liquidity risk by ensuringthereare sufficientfunds to meet payments.

### GAMA GROUP LIMITED THE DIRECTORS' REPORT (continued) YEAR ENDED 31 DECEMBER 2011
DIRECTORS The directors who servedthecompany during theyearwereasfollows: G AKhalek M AKhalek SPWright D MMillington M MSukkar J Foley REPORTING CURRENCY The directors have reviewed the reporting currency of the Gama Group Limited and concluded that US dollars continues to better reflect the operational environment ofthe Group. Asignificant proportion ofthe Group's assets, liabilities and costs are denominated in US dollars andthis trend is likely to continue. The group has made qualifying third party indemnity provisions for the benefit of its directors which were in place during theyear andtothe dateofthis report. DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicablelaw and regulations. Companylaw requiresthe directors to preparefinancial statementsfor each financial year. Underthat lawthe directors have elected to preparethe financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approvethefinancial statements unless they are satisfied thatthey give a true and fair view ofthe stateofaffairs ofthe company andthe group and ofthe profit or loss ofthe groupfor thatyear. In preparingthosefinancial statements,the directors are required to:
• selectsuitableaccounting policies andthen applythem consistently;
• makejudgementsand accounting estimatesthat are reasonable and prudent;
• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in thefinancial statements;
• preparethefinancial statements on the going concern basis unless it is inappropriateto presumethatthe group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection offraud and otherirregularities. In sofar as the directors areaware:
• there is no relevant audit information ofwhich the group's auditor is unaware; and
• the directors havetaken all steps that they ought to have taken to makethemselves aware ofany relevant audit information andto establish thattheauditoris aware ofthat information. DONATIONS The group supports the charity 'Fly 2 Help' by providing pilots and the use ofaircraft for an annual charity event. The financial value ofthis support is estimated at $10,000 (2009: $15,000). Other charitable donations in theyear amounted to $20,000 (2009: $nil). The group makes nopolitical donations (2009: $nil).

### GAMA GROUP LIMITED THE DIRECTORS' REPORT (continued) YEAR ENDED 31 DECEMBER 2011
AUDITOR Deloitte LLP are deemed to be re-appointed under section 487(2) ofthe Companies Act 2006. Registered office: Business Aviation Centre Farnborough Airport Farnborough Hampshire GU146XA

Approved bythe directors on ........................................ Signed by order ofthe directors

D M Millington Company Secretary

### GAMA GROUP LIMITED INDEPENDENTAUDITOR'S REPORT TO THE SHAREHOLDERS OF GAMA GROUP LIMITED YEAR ENDED 31 DECEMBER 2011
We have audited the group and parent company financial statements ("the financial statements") of Gama Group Limited for the year ended 31 December 2011 on pages 7 to 25. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the company's shareholders, as a body, in accordance with Sections 495 and 496 ofthe Companies Act 2006. Our auditwork has been undertaken sothatwe might statetothe company's shareholdersthose matterswe arerequiredto statetothem in an auditor's report andfor nootherpurpose.Tothefullest extentpermitted by law, we do not accept or assume responsibilityto anyone otherthan the company and the company's shareholders as a body,for ourauditwork,for this report, orfor theopinions we haveformed. RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR As explained morefully in the Directors' Responsibilities Statement set out on page4, the directors are responsible for the preparation ofthe financial statements and for being satisfied thatthey give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standardsfor Auditors. SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk!apb/scope/private.dm. OPINION ON FINANCIAL STATEMENTS In ouropinionthefinancial statements:
• give a true andfair view ofthe state ofthe group's and parent company's affairs as at 31 December 2011 and of the group's loss for theyearthen ended;
• have been properly prepared in accordancewith United Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordancewith the requirements oftheCompaniesAct 2006. OPINION ON OTHER MATTERS PRESCRIBED BYTHE COMPANIES ACT 2006 In our opinionthe information given in the Directors' Report for thefinancial yearfor which thefinancial statements are prepared is consistent with thefinancial statements. MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION We have nothing to report in respect ofthe following matters where the Companies Act 2006 requires us to report to you if, in ouropinion:
• adequate accounting records have not been kept bythe parent company,or returns adequatefor our audit have not been received from branches notvisited by us; or
• the parentcompanyfinancial statements are not in agreementwith the accounting records and returns; or
• certain disclosures ofdirectors' remuneration specified by law are not made; or
• we have not received all the information and explanationswe requirefor our audit.

Chartered Accountants Crawley GRAHAM PICKETT FCA (Senior StatutoryAuditor) For and onbehalfof DELOITTE LLP Chartered Accountants & StatutoryAuditor

### GAMA GROUP LIMITED GROUP PROFIT AND LOSS ACCOUNT YEAR ENDED 31 DECEMBER 2011

GROUPTURNOVER Cost ofsales GROSS PROFIT Administrative expenses OPERATING LOSS Shareofassociate operating loss Note 2

4
TOTAL OPERATING LOSS: GROUP AND SHARE OF ASSOCIATES Interest payable and similar charges 7 LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION Tax on loss on ordinary activities 8 LOSS ON ORDINARY ACTIVITIES AFTER TAXATION Minority interests
LOSS ATIRIBUTABLE TO MEMBERS OF THE PARENT COMPANY 9 LOSS FORTHE FINANCIALYEAR 2011 $000

174,613 160,277

14,336 15,270

(934) (119) (1,053) 1,340 (2,393)

365 (2,758) (28)
(2,730) (2,730)
All ofthe activities ofthe group areclassed as continuing. The group has no recognised gains orlosses otherthan theresultsfor the year as set out above. The company hastaken advantage ofsection 408 oftheCompanies Act 2006 notto publish its own Profit and Loss Account.

The notes on pages 12to 25form part ofthese financial statements. 2010 $000 152,525 136,830

15,695 24,853 (9,158) (7) (9,165) 1,336 (10,501)

(2,789) (7,712) (7)
(7,705) (7,705)

### GAMA GROUP LIMITED GROUP BALANCE SHEET 31 DECEMBER 2011

FIXED ASSETS Intangible assets Tangible assets Investments CURRENT ASSETS Stocks Debtors Cash at bank CREDITORS: Amountsfalling duewithin oneyear NET CURRENT LIABILITIES TOTAL ASSETS LESS CURRENT LIABILITIES CREDITORS: Amountsfalling due after morethan oneyear PROVISIONS FOR LIABILITIES Deferredtaxation
MINORITYINTERESTS

CAPITAL AND RESERVES Called-up equity sharecapital Share premium account Other reserves Profit and loss account SHAREHOLDERS' FUNDS 2011 Note $000

10 11 12

13 S,978 14 31,897 2,S70 40,445 15 63,329

16
18

24 25 25 25 26 2010 $000 $000 $000 3,400 2,248 24,101 26,831 213 331 27,714 29,410 4,374 49,011

3,890 57,275 61,274 (22,884) (3,999)

4,830 25,411 3,315 21,396

996 597 519 3,418 (18) 10 537 3,408

238 238 15,409 10 10 289 (12,249) 537 3,408 These financial statements were approved by the directors and authorised for issue on ........................................, and are signed ontheir behalfby:

GA Khalek Director

The notes on pages 12to 25form part ofthesefinancial statements.

### GAMA GROUP LIMITED BALANCE SHEET 31 DECEMBER 2011

FIXED ASSETS Investments CURRENT ASSETS Debtors CREDITORS: Amountsfalling duewithin oneyear NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES PROVISIONS FOR LIABILITIES Deferred taxation

CAPITAL AND RESERVES Called-up equityshare capital Share premium account Other reserves Profit and loss account SHAREHOLDERS' FUNDS Note 12
14
15

18

24 25 25 25 2011 $000

6,243 53 2010 $000 $000 $000 8,198 8,198 10,802 4,428 6,190 6,374 14,388 14,572 (28) (29) 14,416 14,601

238 238 15,409 10 10 14,168 (1,056) 14,416 14,601 These financial statements were approved by the directors and authorised for issue on ........................................, and are signed on their behalfby:

G A Khalek Director Company Registration Number: 2790795

The notes on pages 12to 25form part ofthese financial statements.

### GAMA GROUP LIMITED GROUP CASH FLOW YEAR ENDED 31 DECEMBER 2011
2011 2010 $000 $000 $000 $000

The notes on pages 12to 25 form part ofthesefinancial statements.

### GAMA GROUP LIMITED GROUP CASH FLOW YEAR ENDED 31 DECEMBER 2011

The notes on pages 12to 25form part ofthesefinancial statements.

### GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
1. ACCOUNTING POLICIES Basis ofaccounting The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards. Goingconcern The directors have performed a detailed analysis ofthe cash flow projections for the group as a whole covering the period through to the financial year ended 2015 and concluded that the group has sufficient assets, particularly third party receivables, to meet financing obligations as they fall due. The group has benefited from the impact of new contracts which commenced post year end and has modelled the positive impact of mitigatingfactors shouldtrading conditionsworsen dramatically. The directors are therefore of the opinion that in all reasonably foreseeable circumstances the company will remain a going concern for at leasttwelve monthsfrom the date on which thesefinancial statements have been approved. Accordingly, the going concern basis has been adapted in the preparation of these financial statements. Basis ofconsolidation The consolidated financial statements incorporate the results of Gama Group Limited and all of its subsidiary uundertakings as at 31 December 2010 using the acquisition method of accounting. The results of subsidiary undertakings are included from the date of acquisition. Intra-group sales and profits are eliminated fully on consolidation. As a consolidated profit and loss account is published, a separateprofit and loss accountfor theparent company is omitted from the group financial statements by virtue ofthe exemption provided by s408 ofthe Companies Act 2006. Turnover Turnover is stated net ofVAT and trade discounts.Turnoverfrom the sale ofgoods is recognised when goods are physically delivered to the customer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the value ofthe consideration due. Where a contract has only been partially completed at the balance sheet date, turnover represents the value ofthe service provided to date based on a a proportion ofthe total contract value. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part ofcreditors. Goodwill Goodwill arising ontheacquisition ofsubsidiary undertakings and businesses, representing any excess ofthefair value ofthe consideration over the fair value ofthe identifiable assets and liabilities acquired is capitalised and written offin equal instalments over its estimated useful economic life of 20 years. Provision is made for any impairment on an immediatebasis. Negative goodwill is similarly included in the balance sheet and is credited to the profit and loss account in the periods in which the acquired non-monetary assets are recovered through depreciation or sale. Negative goodwill on excess of the fair values of the non-monetary assets acquired is credited to the profit and loss account in the periodsexpectedto benefit.
Amortisation Amortisation is calculated so as to write offthe cost ofan asset, less its estimated residual value, over the useful economic life ofthat asset as follows: Intangible Fixed Assets 20 years on a straightline basis Fixed assets All fixed assets are recorded at cost, net ofdepreciation, and anyfair value adjustmentfor impairment.

### GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
1. ACCOUNTING POLICIES (continued) Stocks Stocks are valued at the lower ofcost and net realisable value, after making due allowance for obsolete and slow moving items. Work in progress Work in progress is valued on the basis of direct costs plus attributable overheads based on normal level of activity. Provision is madefor any foreseeable losses where appropriate. No element of profit is included in the valuation ofworkin progress. Leasing and hire purchase commitments The Group as lessee Assets held under finance leases, which are leases where substantially all the risks and rewards ofownership of the asset have passed tothe company, and hire purchase contracts, are capitalised in the balance sheet and are depreciated overtheir useful lives. The capital elements offuture obligations underthe leases and hire purchase contracts are included as liabilities in thebalance sheet. The interest elements ofthe rental obligations are charged in the profit and loss account overthe periods ofthe leases and hire purchase contracts and represent a constant proportion of the balance of capital repayments outstanding. All other leases are treated as operating leases. Their annual rentals are charged to the profit and loss account on a straight-line basis overtheterm ofthelease. The Group as lessor Rental incomefrom operating leases is recognised on a straight line basis overtheterm oftherelevant lease.
Pension costs The group operates defined contribution pension schemes for qualifying employees.The assets ofthe schemes are held separately from those of the Group in funds under the control of the trustees. Contributions to the group's defined contribution pension scheme are chargedtotheprofit and loss account in theyear in which they become payable.

### GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
1. ACCOUNTING POLICIES (continued) Taxation Current tax, including UK tax and foreign tax, is provided at amounts expected to be paid (or recovered) using thetaxrates and laws that havebeen enacted or substantiallyenacted by thebalance sheet date. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheetdatewheretransactions or events have occurred at that datethatwill result in an obligationtopay more or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences betweenthe group'staxable profits and its results as stated in thefinancial statementsthat arisefrom the inclusion ofgains and losses in tax assessments in periods different from those in which they are recognised in thefinancial statements. Anet deferred tax asset is regarded as recoverable and therefore recognised onlytothe extent that, on the basis ofall available evidence, it can be regarded as morelikely than notthattherewill besuitabletaxable profits from which thefuture reversal ofthe underlying timing differences can be deducted. Deferred tax is not recognised whenfixed assets are revalued unless bythebalance sheet datethere is a binding agreement to sell the revalued assets and the gain or loss expected to arise on the sale has been recognised in thefinancial statements. Neither is deferred tax recognised when fixed assets are sold ifit is more likely than not thatthetaxable gain will berolled over, being chargedtotaxonlywhen thereplacement assets are sold. Deferred tax is recognised in respect ofthe retained earnings ofoverseas subsidiaries and associates only to the extent that, at the balance sheet date, dividends have been accrued as receivable or a binding agreement to distribute past earnings in future has been entered into by the subsidiary or associate. Deferred tax is measured atthetax ratesthat are expectedto apply in theperiods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. Deferred tax is measured on a non-discounted basis. Foreign currencies The group presents its financial statementsin US Dollars as this is theprincipal currencyin which it operates. Foreign currency transactions of individual companues are translated at the rates ruling when they occurred. Foreign curency monetary assets and liabilities are translated at thr rate ofexchange ruling at the balance sheet date. Any differences aretakentotheprofit and loss account. The results of overseas operations are translated at the average rates of exchange during the year and the balance sheet translated into US Dollars at the rate of exchange ruling on the balance sheet date. Exchange differences which arise from translation ofthe opening net assets and results offoreign subsidiary undertakings aretakentoreserves.
Financial instruments Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contractthat evidences a residual interest in the assets of the entity after deducting all ofits financial liabilities. Where the contractual obligations offinancial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating tofinancial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. Where the contractual terms ofshare capital do not have any terms meeting the definition ofa financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited directto equity.

### GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
1. ACCOUNTING POLICIES (continued) Associates Enter your policy text here

- enter the Heading in SparePol1 An entity is treated as an associated undertaking where the group has a participating interest and exercises significant influence over its operating and financial policy decisions. In the group accounts, interests in associated undertakings are accounted for using the equity method of accounting. The consolidated profit and loss account includes the group's share of the operating results, interest, pre-taxresults and attributabletaxation ofsuch undertakings based on auditedfinancial statements. In the consolidated balance sheet, the interests in associated undertakings are shown as the group's share ofthe identifiable net assets, including anyunamortised premium paid on on acquisition. Any premium on acquisition is dealt with underthegoodwill policy. Segmental analysis In the opinion of the directors, the disclosure of any information required by SSAP25 or Companies Act 2006 would beseriously prejudicial tothe interests ofthe group and company. 2. TURNOVER Theturnover and loss beforetaxare attributabletothe oneprincipal activity ofthe group. An analysis ofturnoveris given below:

United Kingdom 3. OTHER OPERATING INCOME

4. OPERATING LOSS Operating loss is stated after charging/{crediting):

Amortisation ofintangibleassets Depreciation ofownedfixed assets Depreciation ofassets held under hire purchaseagreements (Profit)/Loss on disposal offixed assets Operating lease costs:

-Plantand equipment Net loss onforeign currencytranslation Auditor's remuneration -otherfees

Auditor's remuneration- otherfees: -Audit ofthecompany's annual audit -Audit ofthecompany's subsidiaries pursuanttolegislation 2011 $000

174,613

2011 $000

2011 $000 294 2,782

(14) 7,611

272
2011 $000 2010 $000 152,525

2010 $000

2010 $000127 2,217

602 118 4,068 1,696

125 2010 $000

56 69 125

### GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
5. PARTICULARS OF EMPLOYEES The average numberofstaffemployed bythe group during thefinancial year amountedto:

6.

7. 2011 No Operations and administration Pilots and cabin crew Aircraft engineering

The aggregate payroll costs ofthe abovewere: 2011 $000 Wages and salaries Social securitycosts Otherpension costs

DIRECTORS' REMUNERATION The directors' aggregateremuneration in respect ofqualifying serviceswere:

Remuneration receivable Value ofcompanypension contributionsto money purchase schemes

Remuneration ofhighestpaid director:

Total remuneration (excluding pension contributions) Value ofcompanypension contributionsto moneypurchase schemes 2011 $000

2011 $000

The number ofdirectors whoaccrued benefits undercompanypension schemeswas asfollows: 2011 No Money purchaseschemes INTEREST PAYABLE AND SIMILAR CHARGES 2011 $000 Interest payable on bankborrowing 188 Financecharges 19 Othersimilar chargespayable 1,133 1,340 2010 No 83 100 106 289

2010 $000

18,140 2,723

778 21,641

2010 $000 673

91 764
2010 $000 213

50 263

2010 No

3

2010 $000 64 977 295 1,336

### GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
8. TAXATION ON ORDINARY ACTIVITIES (a) Analysis ofcharge in theyear

Currenttax: In respect oftheyear:

UK Corporation taxbased on theresultsfor theyear at-% (2010--%) (Over)/underprovision in prioryear Total currenttax Deferredtax:

Origination and reversal oftiming differences Tax on loss on ordinary activities 2011 $000

365 365

365 2010 $000

(7) 63 56 (2,845) (2,789) Deferred tax assets of $******* (2008

- $3,035,562)have not been recognised due to the uncertainty offuture profits against which to offsetthis asset being available. (b) Factors affecting currenttaxcharge

Loss on ordinary activities beforetaxation Loss on ordinary activities by rate oftax Expenses not deductiblefor taxpurposes Capital allowancesfor period in excess ofdepreciation Utilisation oftaxlosses Adjustmentstotaxcharge in respect ofprevious periods Effect oftaxrates in differentjurisdictions Total currenttax (note 8(a))

9. LOSS ATTRIBUTABLE TO MEMBERS OF THE PARENT COMPANY 2011 $000 (2,393)

The loss dealt with in thefinancial statementsoftheparentcompanywas $(185,000) (20 10- $427,000). 2010 $000 (10,501)

(2,940) 2,721

(39) 14 63 237

56

### GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
10. INTANGIBLE FIXED ASSETS

11. TANGIBLE FIXED ASSETS

### GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
12. INVESTMENTS

Subsidiary undertakings All held bythe company: Gama Aviation Limited Gama Leasing Limited Gama Support Services Limited Lees Avionics Limited Avialogistics Limited Airops Limited GamaGroup Inc. Countryof incorporation Holding

Great Britain Ordinary Great Britain Ordinary Great Britain Ordinary
Great Britain Ordinary
Great Britain Ordinary Great Britain Ordinary
USA Ordinary Proportion of voting rights

and shares held Natureof business

-% Air charter Aircraft and motor -% vehicle leasing -% Aircraft engineering Avionic sales, installation and -% maintenance Supply ofaircraft spares, cleaning and -% chauffeur services Aviation computer -% software Avionic sales, installation and -% maintenance

### GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
Company $000
13. STOCKS Group Company 2011 2010 2011 2010 $000 $000 $000 $000 Stock 5,978 1,686 Work in progress 2,688 5,978 4,374 14. DEBTORS Group Company 2011 2010 2011 2010 $000 $000 $000 $000 Trade debtors 10,318 23,642 Amounts owed by group undertakings 1,522 6,051 9,239 Other debtors 3,968 3,888 192 1,563 Prepayments and accrued income 16,089 21,481 31,897 49,011 6,243 10,802 All amounts shown under debtors fall due for paymentwithin oneyear. Other debtors in 2010 include amounts owed bythe directors. 15. CREDITORS: Amounts falling duewithin oneyear

Bank loans Trade creditors Amounts owedto group undertakings Hire purchase agreements Group 2011 $000

18,812 18,949 6,418 Other creditors including taxation and social security: Corporationtax Othertaxation and social security Other creditors Accruals and deferred income 1,537 8,127 9,486 63,329 2010 $000 7,960 27,059

2,359

882 1,201 8,611 13,202 61,274 Company 2011 $000

14 39 53 Thebankloans and overdrafts are secured by a revolving fixed chargeovercertain assets ofthe group. 2010 $000
2,965

1,419

44 4,428

Otherloans and hire purchase agreements are secured byway offirst legal charges onthegroup'sfixed assets. Other creditors in 2009 include amounts owedtothe directors.

## GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
16. CREDITORS: Amounts falling due after more than one year Group 2011 $000 Bank loans 3,266 Hire purchase agreements 49 2010 $000

14,992 6,404**3~15 21~96**  Loans include: Company 2011 $000 2010 $000

£1.5 million (2009: £1.5 million),which has nofixed repayment term and carries an interest rate of9.5% per annum. $20.6 million (2009: $25.1 million) secured against aircraft. The borrowings are a mix ofvariable and fixed interest rate debtwith repayment periods not exceeding five years. 17. COMMITMENTS UNDER HIRE PURCHASE AGREEMENTS Future commitments under hire purchase agreements are as follows:

Amounts payablewithin 1year Amounts payable between 2to 5years

18. DEFERREDTAXATION Group 2011 $000

The movement in the deferred taxation provision duringtheyear was: Group 2011 $000 Provision/ Asset broughtforward 597 lncrease/(Decrease) in provision 399 Provision/ Asset carried forward 996 2010 $000 882 6,404 7,286

2010 $000 3,442 (2,845)

597 Company 2011 $000

Company 2011 $000(29) 1 (28) 2010 $000

2010 $000 (29) (29) The group's provision for deferred taxation consists ofthetax effect oftiming differences in respect of: Group

Excess oftaxation allowances over depreciation on fixed assets 2011 Provided $000 996 Unprovided $000 2010 Provided $000 597 Unprovided $000

The company's provision for deferred taxation consists ofthetax effect oftiming differences in respect of: Company 2011 2010 Provided Unprovided Provided Unprovided $000 $000 $000 $000 Excess oftaxation allowances over depreciation on fixed assets (28) (29)

### GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
19. ACQUISITIONS

20. COMMITMENTS UNDER OPERATING LEASES At 31 December 2011 the group had annual commitments under non-cancellable operating leases as set out below. Group
Operating leaseswhich expire: Within 1year Within 2to 5years After morethan 5years

21. CONTINGENCIES Land and buildings 2011 $000 2010 $000
47 1,507

333 1,887

The group's banking facilities are secured by a fixed and floating charge over the assets ofthe company and its subsidiary undertakings.The directors consider it highly improbablethat any liability will crystallise as a result of this composite companymultilateral guarantee. Following the acquisition ofAvialogistics Limited in 2009, the group is subjectto a put option which, ifexercised, would require the group to purchase the minority interest shareholding in Avialogistics for consideration equivalentto 20%-30% oftheturnover ofthat companybased on the most recentfinancial statements.The put option expires 3 years after the acquisition of Avialogistics Limited. The turnover of Avialogistics for 2010 was £649,000. 22. TRANSACTIONS WITH THE DIRECTORS As at 31 December 2010, Mr G AKhalek owed the group $339,322 (2009: $1,883,124 owed to Mr G AKhalek) in the form ofa director's loan account, being funds advanced by the group.The loan is due on demand, is interest free and unsecured. As at 31 December 2010, the group owed Mr M A Khalek $227,058 (2009: £509,018) in the form of a director's loan account, beingfunds advancedtothe group.Theloan is due on demand, is unsecured and interestfree.

### GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
23. RELATED PARTYTRANSACTIONS

24. Control The company was under the control of Mr M A Khalek and Mr G A Khalek, both of whom are Directors of the companythroughoutthe currentyear.

Group During theyear the group paid operating rentals totalling $377,648 (2009: $419,972)to lease an aircraft, G-ZXZX, from Zulu X-Ray Services Limited. Mr G AKhalek controls 2S% ofthevoting rights ofZulu X-Ray Services Limited. During the year, net charges of $1,270,000 (2009: $144,140) were made to Gama Charters Inc, a company registered in the USA, and under the control ofMr M AKhalek and Mr G A Khalek. As at 31 December 2010, the groupwas owed $61,000 (2009: $90,441) by Gama Charters,Inc. During the year, the group made net sales of $4,407,000 (2009: $3,690,000) to Crescent Investment LLC, which holds an investment in Gama Holdings FZC, the ultimateparent company. As at 31 December2010,thecompany was owed $9S3,000 (2009: $241,000) byCrescent Investment LLC. During theyear, the group made stock purchases of$365,4S6 (2009: $249,712) from the special purpose vehicle setup by Mr M AKhalek. As at 31 December,the company owed $81,934 (2009: $249,712) tothe special purpose vehicle. As permitted by Financial Reporting Standard 8, Related Party Disclosures, no disclosures have been made in respect oftransactions or balances in respect ofwholly owned subsidiaries oftheCompany. As permitted by Financial Reporting Standard 8, Related Party Disclosures, no disclosures have been made in respect oftransactions or balances in respect ofwholly owned subsidiaries ofthe group.

Company As permitted by Financial Reporting Standard 8, Related Party Disclosures, no disclosures have been made in respect oftransactions or balances in respect ofwholly ownedsubsidiaries ofthe group. SHARE CAPITAL Authorised share capital: 2011 2010 $000 $000 120,000 Ordinary£1shares of$1 each 120 120 Allotted and called up: 2011 2010 No $000 No $000 120,000 Ordinary£1shares of$1 each 120,000 120 120,000 120

### GAMA GROUP LIMITED NOTES TOTHE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
25. RESERVES Group

Balance broughtforward Loss fortheyear Currencytranslation differences Other movements Elimination ofshare premium Balance carried forward

Company

Balance broughtforward Loss fortheyear Other movements Elimination ofshare premium Balance carried forward Share premium account $000

15,409
(15,409)

Share premium account $000

15,409 (15,409)

26. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 2011 $000 Loss forthefinancial year (2,730) Less Elimination ofshare premium 15,409 12,679 Currencytranslation differences (142) Elimination ofshare premium (15,409) (2,872) Net reduction to shareholders' funds (2,872) Opening shareholders' funds 3,409 Closing shareholders' funds 537 Capital redemption Profitand loss reserve account $000 $000 10 (12,248) (2,730)

(142) 15,409 10 289

Capital redemption Profit and loss reserve account $000 $000 10 (1,056) (185) 15,409 10 14,168

2010 $000

(7,705) (7,705) (75) (7,780) (7,780) 11,188 3,408

# I**~**

# I GAMA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
27. POST BALANCE SHEET EVENTS On 27 May 2011 Gama Group Limited agreed to acquire the trade and assets of Mann Aviation Group Engineering (In Administration) Ltd ('MAGE') for £400,000. MAGE is based at Fairoaks Airport in Surrey and is a well-established maintenance and repair organisation with a speciality in rotary and general aviation aircraft. In addition, the company also holds approvals that complement those of Gama Support Services Limited and significantly strengthens Gama's ability to support a wider range of civilian and military aircraft. Under the terms ofthe agreement Gama and the Administrators have agreed a delayed delivery and transfer ofownership to allow thetransfer ofCAA approvals and lease obligations in an orderly manner. Until delivery and transfer of ownership takes place Gama is acting as agents for the Administrators, taking financial responsibility for the companyfrom 27 May 2011. On 7 September 2011, the shareholders ofthe company passed a special resolution reducing the share premium account to £nil. Had this resolution been passed at the 31 December 2010 the impact on the company balance sheet would have been as follows:Gama Group Limifed 

### Report and Consolidated Rnancial Statements Year Ended 31 December2010

Company Number02790795Contents Page: 

## - ------ 

## ----.- --------- Report and consolidated financial statements fortheyear ended 31 December2010



### 2 Report of the directors 6 Directors' responsibilities 7 Independent auditor's report 8 Consolidated profit and loss account 9 Consolidated statement oftotal recognised gains and losses 10 Group and company reconciliation ofshareholders' funds 11 Consolidated balance sheet 12 Company balancesheet 13 Consolidated cash flow statement 14 Notes to the financial statements

Directors 

### G A Khalek M A Khalek SPWright D MMillington M MSukkar 

### J Foley Secretary and registered office 

### D M Millington Business Aviation Centre Farnborough Airport Famborough Hampshire GU14 6XA Company number 

### 02790795 AudHors 

### Deloitte LLP Chartered Accountants Crawley

## ------ 

# ----.---------- Directors' report for the year ended 31 December201 0


### The directors present their report togetherwith the audited financial statements for the year ended 31 December201 0. The principal activity of the group during the year was that of air transport contractors, leasing and aircraft engineering. During the year, the group acquired the entire share capital of Gama Aviation SA, a Swiss registered company, engaging in the provision of professional services and personnel for a nominal sum. The directors have observed that as a result of the current economic downturn, market values for second hand aircraft have fallen and the numberof distress sales has lowered the resale value of small and medium sized business aircraft. As a result the Group undertook a detailed impairment review and determined that an impairment of $9,300,000 should be recorded against the carrying value of the Group's aircraft fleet. Given the difficult and unpredictable trading conditions experienced during the year, the directors are satisfied with the results of the group and the financial position at the year end. The aircraft management business has expanded during the year with new clients joining our roster. The charter market has been more challenging and the directors forecast the performance in 201 1to be similar to that in 201 0. The key financial performance indicators for the group are as follows: 2010 

### 2009 Turnover {US$'000) 152,525 135,763 Gross margin {%) 

### 10.3 8.9 Operating {loss)/profit {US$'000) {9,158) 1,070
EBITDA* (US$'000) 3,088 4,096 Cash {US$'000) 3,890 3,561 Net assets {US$'000) 3,418 11,205 *Earnings before interest, tax, depreciation, amortisation and impairment The managementteam regularly review a number of non-financial indicators to gather a more rounded view ofthe Group's performance. These include: 2010 

### 2009 Total hours flown 13,509 13,223 Total sectors flown 13,028 13,920 Aircraft owned and/or under management 63 57
The directors have not recommended a dividend {2009: $nil).


### 2-

# .-

---- --- - -- Directors' report (continued) for the yearended 31 December2010


### PRINCIPAL RISKS AND UNCERTAINTIES 

### The directors considerthe principal risks to the business are: * Pooroperational performance damaging the group's reputation * Changes in economicclimate that make private air transport less attractive * Increasing regulatory burden and costs of compliance Damage 

### to the group's reputation The group's reputation for safety, reliability and high service standards is essential for maintaining customer loyalty and ensuring premium pricing levels. The group has systems and monitoring processes in place to ensure that high standards are maintained across all aspects of the group, including customer-facing crew as well as back-office operational staff. The group carefully reviews any deviations from these standards and implements changes to prevent recurrence. 

### Changes in economic climate The group offers air transportation services that provide far greater flexibility, discretion and levels of service than is possible with general aviation services. The directors recognise that in a recessionary economic climate there may be pressure on customers to reduce their use of private aviation services. The directors mitigate this risk by regularly reviewing current and anticipated activity levels and ensuring that the Group's cost base is aligned with the expected level of activity going forward. 

### Regulatoryburden and 

### costs ofcompliance To ensure very high levels of safety, the aviation industry has significant and complex regulation to cover training, engineering, safety and operations. Breaches of regulations are likely to lead to sanctions such as suspension of operations orother restrictions. The directors believe that the regulatory burden is likely to increase over time and have members of staff dedicated to liaising with the various regulatory bodies. In addition, staff are regularly trained and appraised to ensure their understanding and compliance.
FINANCIAL INSTRUMENTS Financialriskmanagementobjectives andpolicies 

### The group's principal financial instruments comprise: * Bank balances: *Trade creditors: * Trade debtors: and * Finance lease agreements The main purpose of these instruments is to raise and maintain sufficient funds to finance the group's operations. Due to the nature of the financial instruments used by the group there is no exposure to price risk. The Group's activities expose it to the financial risks of changes in foreign currency (primarily sterling and euro) and interest rate changes. The Group does not use derivative financial instruments to hedge these risks. The group's approach to managing other risks applicable to the financial instruments concerned is shown below. Bankbalances 

### The group has no formal overdraft facility as the forecasts regularly reviewed by directors do not anticipate short-term funding requirements. General liquidity risk is managed by maintaining weekly cash forecasts to ensure positive cash balances.
3- ----- -- - - 

### - -

# .-

---- 

### ---- 

## - Directors' report (continued) for the year ended 31 December2010
Trade creditors 

### Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. Trade debtors 

### Trade debtors are managed in respect of credit and cash flow by regular review of aged debtors and our customers' credit rating. Cash flow risk is mitigated by requiring up-front payment for much of the group's work and short credit terms for all othercustomers. Provisions are made against any amount for which the recoverability is uncertain. finance leases 

### The group is a lessee in respect of a number of finance leased assets, mainly aircraft. The company managesthe liquidity risk byensuring there are sufficient funds to meet payments.
DIRECTORS 

### The directors who served the company throughout the year, except where otherwise stated, were as follows: G A Khalek M A Khalek SPWright D M Millington M M Sukkar J Foley (appointed 7July 2010) DIRECTORS' INDEMNITY INSURANCE 

### The group has made qualifying third party indemnity provisions forthe benefit of its directorswhichwere in place during the year and to the date ofthis report. DONATIONS 

### The group supports the charity 'Fly 2 Help' by providing pilots and the use of aircraft for an annual charity event. The financial value of this support is estimated at $10,000 (2009: $15,000). Other charitable donations in the year amounted to $20,000 (2009: $nil). The group makes no political donations (2009: $nil). DISABLED EMPLOYEES 

### The company gives full consideration to applications for employment from disabled persons where the requirements of the jobs can be adequately fulfilled by a handicapped or disabled person. Where an existing employee becomes disabled, it is the company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employeeswherever appropriate. EMPLOYEE INVOLVEMENT 

### During the year, the policy of providing employees with information about the company has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the company's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.



### 4

# - - ...

# - -.**~**

# -.... -··

# ....

# -- Directors' report (conflnued) for the year ended 31 December 2010
POST BALANCE SHEET EVENTS 

### On 27 May2011 Gama Group Limited agreed to acquire the trade and assets of Mann Aviation Group Engineering (In Administration) Ltd ('MAGE') for £400,000. MAGE is based at Fairoaks Airport in Surrey and is a well-established maintenance and repair organisation with a speciality in rotary and general aviation aircraft. In addition, the company also holds approvals that complement those of Gama Support Services Limited and significantly strengthens Garno's ability to support a wider range of civilian and military aircraft. Under the terms of the agreement Gama and the Administrators have agreed a delayed delivery and transfer of ownership to allow the transfer of CAA approvals and lease obligations in an orderly manner. Until delivery and transfer of ownership takes place Gama is acting as agents for the Administrators, taking financial responsibility for the companyfrom 27 May2011. On 7 September2011, the shareholders of the company passed a special resolution reducing the share premium account to £nil. Had this resolution been passed at the 31 December2010 the impact on the company balance sheetwould have been as follows:

Fixed assets Current assets Creditors: Amounts falling due within one year Creditors: Amounts falling due after morethan oneyear Provisions for liabilifles

Capital and reserves 

### Called up share capital Share premium account Other reserves Profit and loss account Minority interest Prior to special resoluflon $'000 

### 29,410 57,275 (61,274) (21 ,396) (597} 3,418



### 238 15,409 10 (12,249) 10 3,418
Further details are contained in note 25 to the financial statements.



### 5 Reducflonin share premium $'000



### (15,409)

15,409 After special resolution $'000 

### 29,410 57,275 (61,274) (21,396) (597) 3,418

238

10 3,160 10 3,148

# ------ 

# ----.---------- Directors' report (continued} for the year ended 31 December2010
GOING CONCERN 

### The directors have performed a detailed analysis of the cash flow projections for the Group as a whole covering the period through to the financial year ended 2015 and concluded that the Group has sufficient assets, particularly third party receivables, to meet financing obligations as they fall due. The Group has benefited from the impact of new contracts which commenced post year end and has modelled the positive impact of mitigating factors should trading conditions worsen dramatically. The directors are therefore of the opinion that in all reasonably foreseeable circumstances the Company will remain a going concern for at least twelve months from the date on which these financial statements have been approved. Accordingly, the going concern basis has been adopted in the preparation ofthese financial statements. AUDITORS 

### Each ofthe persons who is a directoratthe date of approval of this report confirms that: • so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and • the director has taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware ofthat information. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. Deloitte LLP are deemed to be re-appointed undersection 487(2) ofthe Companies Act 2006. Registered office: Business Aviation Centre Famborough Airport Farnborough Hampshire GU14 6XA

Approved by the directors on 26 January, 2012Signed by order of the directors

DM Millington CompanySecretary

6

### Directors' responsibilities


### The directors are responsible for preparing the Directors' Report and the financial statements in accordancewith applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that lawthe directors have elected to prepare thefinancial statements in accordancewith United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fairview ofthe state of affairs ofthe company and the group and of the profit or loss of the group for that year. In preparing these financial statements, the directors are required to: • select suitable accounting policies and then applythem consistently; • makejudgements and estimates that are reasonable and prudent; • statewhether applicable UK Accounting Standards have been followed; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the groupwill continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and hencefor taking reasonable steps forthe prevention and detection offraud and otherirregularities.



### 7Independent auditor's report for the yearended 31 December2010

We have audited the group and parent company financial statements ("the financial statements") of Garno Group Limited for the year ended 31 December201 0 which comprise the consolidated profit and loss account, the consolidated and company balance sheets, the consolidated statement of total recognised gains and losses, the consolidated cash flow statement and notes 1 to 28. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for ourauditwork, forthis report, orforthe opinions we haveformed. RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR As explained more fully in the Directors' Responsibilities statement set out within the directors' report, the directors are responsible forthe preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whetherthe accounting policies are appropriate to the group's and the parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness ofsignificant accounting estimates made by directors; and the overall presentation ofthefinancial statements. OPINION ON FINANCIAL STATEMENTS In ouropinion the financial statements: • give a true and fair view of the state of the group's and parent company's affairs as at 31 December2010 and ofthe group's loss forthe yearthen ended; • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and • have been prepared in accordancewith the requirements ofthe Companies Act 2006. OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006 In our opinion the information given in the Directors' Report for the financial yearforwhich the financial statements are prepared is consistent with the financial statements. MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report toyou if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches notvisited by us; or • the parent companyfinancial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors' remuneration specified by law are not made; or • we**h~e. n~**  all the ;nformat;on and explanat;om we requkeforouraudit. 

# __,**~** PICKm FCA (Senior StatutoryAuditor) For and on behalfof DELOITTE LLP Chartered Accountants & Statutory Auditor Crawley 26 January, 2012



### 8. -- - - - -

# .. ----- --- - -- Consolidated profit and loss account for the year ended 31 December2010 Continuing Acquisitions operations 2010 2010 Total2010 2009 Note $'000 

## s·ooo $'000 $'000
Turnover 

### 2 3,176 149,349 152,525 

### 135,763 Cost ofsales (2,814) (134,016) (136,830) 

### (123,681)
Gross profit 362 15,333 15,695 

### 12,082 Impairment charge 3 Otheradministrative expenses Total administrative expenses (311) (24,542) (24,853) 

### (11,012) Operating (loss)/profit 

### 3 51 (9,209) (9,158) 

### 1,070 Share of operating loss in (7) (7) 

### associates (Loss)/profft on ordinary 51 (9,216) (9,165) 

### 1,070 activlHes before interest 

### Otherinterest receivable and 3 similar income Interest payable and similar 6 (6) (1,330) (1,336) 

### (1,760) charges (Loss) on ordinary acfiviHes 45 (10,546) (10,501) 

### (687) beforetaxation 

### Tax credit on loss on ordinary 7 4 2,785 2,789 

### 794 activities (Loss)/profit on ordinary 49 (7,761) (7,712) 

### 107 activities aftertaxaHon 

### Minority interest 7 7 

### (3) (Loss)/profft for the financial 

### 19 49 (7,754) (7,705) 

### 104 year attributable to shareholders


### There were no discontinued operations in eitheryear. The company has taken advantage of section 408 of the Companies Act 2006 not to publish its own profit and loss account. 9- ----- -- 

## - - - -

# .-

---- --- 

## - - Consolidated statement oftotal recognised gains and losses for theyear ended 31 December2010

(Loss)/profit forthe financial year attributable to shareholders Exchange translation differences on consolidation
Total recognised gains and losses forthe financial year

10 

### Note

19 

### 2010 $'000 (7,705) (75) (7,780) 

### 2009 $'000



### 104 238
342- -.--- -- - - - -

# .-

------- - -- Group and company reconciliaHon of shareholders' funds for the year ended 31 December2010 Group Group Company

2010 2009 2010 $'000 $'000 $'000 

### (Loss)/profit for the financial year (7,705) 

### 104 427 

### Currency translation differences (75) 

### 238
Net {reduction)/additions to shareholders' funds (7,780) 

### 342 427 

### Opening shareholders' funds 11,188 

### 10,846 14,174 

### Closing shareholders' funds 3,408 

### 11,188 14,601 Company 2009 $'000



### (453)

(453} 14,627 14,174
Details of a significant post balance sheet event concerning the company's capital structure are contained in note25 to the financial statements.

11Consolidated balance sheet as

### at 31 December2010
Note 2010 2010 2009 2009 $'000 $'000 $'000 $'000 As restated As restated -see note 16 -see note 16 Fixed assets 

### Negative goodwill 9 (181)


## - 

## I Otherintangible assets 9 2,429 

### 2,402 Intangible assets 9 2,248 

### 2,402 Tangible assets 10 26,831 

### 42,338 Investments in associates 

### 11 331 

### 339 29,410 

### 45,079 Current assets 

### Stocks 12 4,374 

### 1,714 Debtors 13 49,011 

### 52,113 Cash at bank and in hand 3,890 

### 3,561 57,275 

### 57,388 Creditors: amountsfalling due within oneyear 

### 14 (61,274} 

### (55,811) Net current (liabllities}/assets (3,999) 

### 1,577
Total assets less current liabilities 25,411 

### 46,656 Creditors: amounts falling due after morethan one year 

### 15 (21,396) 

### (32,009} Provision for liabilities 

### 17 (597} 

### (3,442) (21,993) 

### (35,451)
Net assets 3,418 

### 11,205 Capital and reserves 

### Called up share capital 18 238 

### 238 Share premium account 19 15,409 

### 15,409 Other reserves 19 10 

### 10 Profit and loss account (deficit) 19 (12,249} 

### (4,469}
Shareholders' funds 3,408 

### 11,188 Minority interests 10 

### 17 3,418 

### 11,205
The financial statem ts were approved bythe Board of Directors and authorised for issue on 26 January, 2012.

12Company balance sheet as at31 December2010
Note 2010 2010 2009 2009 $'000 $'000 $'000 $'000 Fixed assets 

### Fixed asset investments 11 8,198 

### 8,198
Current assets 

### Debtors 13 10,831 

### 9,556 Creditors: amountsfalling due within oneyear 

### 14 (4,428) 

### (3,580}
Net current assets 6,403 

### 5,976 Netassets 14,601 

### 14,174 Capital and reserves 

### Called upshare capital 18 238 

### 238 Share premium account 19 15,409 

### 15,409 Other reserves 19 10 

### 10 Profit and loss account (deficit) 19 (1,056) 

### (1,483)
Shareholders' funds 14,601 

### 14,174

The financial statements of Garno Group Limited, registered number 02790795 were approved by the board ofdirectors and authorised forissue onZf>January, 2012

### The~ed on its behalf by:

D M Millington, Director



### 13- . - -

# .-

-- 

### Consolidated cashflow statement forthe year ended 31 December2010 Note 2010 2009 $'000 $'000 Netcash inflowfrom operating activities 26 

### 8,084 4,610 

### Returns on investments and servicing offinance Interest received 3 

### Interest paid (1,336) (1,760) 

### (1,336) (1 ,757) 

### Tax recovered/(paid) 58 (149) 

### Capital expenditure and financial investment Payments to acquire tangible fixed assets (340) (1,676) 

### Payments to acquire investments (339) 

### Receipts from sale of fixed assets 731 26 

### 391 (1 ,989) 

### Cash inflow beforefinancing 7,197 715 

### Financing Capital element of hire purchase (945) (1,988) 

### Net (outflow)/inflowfrom other long-term creditors (5,798) 689 

### (6,743) (l ,299) 

### Increase/(decrease) in cash 27,28 

### 454 (584)

14

### 1 Accounting policies 

## - ----- -- 

## --.- 

## --------- Notes to the financial statements for the year ended 31 December 2010

The financial statements have been prepared under the historical cost convention and are in accordance with applicable United Kingdom accounting standards, except of the matter referred to in note 16. The following principal accounting policies have been applied consistently throughout the current and preceding financial years: Basis ofconsolidation The consolidated financial statements incorporate the results of Gama Group Limited and all of its subsidiary undertakings as at 31 December 2010 using the acquisition method of accounting.The results of subsidiary undertakings are included from the date of acquisition. Intra-groupsales and profits are eliminated fully on consolidation. As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue ofthe exemption provided bys408 ofthe Companies Act 2006. Going concern The directors have performed a detailed analysis of the cash flow projections for the Group as a whole covering the period through to the financial year ended 2015 and concluded that the Group has sufficient assets, particularly third party receivables, to meet financing obligations as they fall due. The Group has benefited from the impact of new contracts which commenced post year end and has modelled the positive impact of mitigatingfactors should trading conditions worsen dramatically. The directors are therefore of the opinion that in all reasonably foreseeable circumstances the Company will remain a going concem for at least twelve months from the date on which these financial statements have been approved. Accordingly, the going concern basis has been adopted in the preparation of these financial statements. Turnover Tumover is stated net of VAT and trade discounts. Tumover from the sale of goods is recognised when the goods are physically delivered to the customer. Tumover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the value of the consideration due. Where a contract has only been partially completed at the balance sheet date tumover represents the value of the service provided to date based on a proportion of the total contract value. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors.

15- --- - - -- 

## - - - -

# .-

--- - --- 

## - -- 

### Notes to the financial statements (continued) for the yearended 31 December 2010 1 Accounting policies (continued} Goodwill Goodwill arising on an acquisition of a subsidiary undertaking, representing any excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired is capitalised and is written off in equal instalments over its estimated useful economic life of 20 years. Provision is made for any impairment on an immediate basis. Negative goodwill is similarly included in the balance sheet and is credited to the profit and loss account in the periods in which the acquired non-monetary assets are recovered through depreciation or sale. Negative goodwill on excess of the fair values of the non-monetary assets acquired is credited to the profit and loss account in the periods expected to benefit. Intangible assets - development Development expenditure is written off as incurred, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is deferred and amortised over the period during which the group is expected to benefit. This period is between three and five years. Provision is made for any impairment. Associates An entity is treated as an associated undertaking where the group has a participating interest and exercises significant influence over its operating and financial policy decisions. In the group accounts, interests in associated undertakings are accounted for using the equity method of accounting. The consolidated profit and loss account includes the group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings based on audited financial statements. In the consolidated balance sheet, the interests in associated undertakings are shown as the group's share of the identifiable net assets, including any unamortised premium paid on acquisition. Any premium on acquisition is dealtwith underthe goodwill policy. Fixedassets All fixed assets are recorded at cost, net of depreciation, and any fair value adjustment for impairment. Depreciation is provided to write off the cost, less estimated residual values, of all tangible fixed assets evenly over their expected useful lives. It is calculated at the following rates: Leasehold land and buildings Aircraft Fixtures, fittings and equipment Motorvehicles over length of lease 

### 5- 1 0 % 

### depending on age on acquisition 20 - 30 

### %perannum 20 

### %perannum

16

## - ----- 

## -- - 

## -.- 

# -------- - Notes to the financial statements (continued) for the yearended 31 December2010 1 Accounting policies 

### (continued) Investments Investments held as fixed assets are stated at cost less any provision forimpairment. Impairmentoffixed assets At each balance sheet date, the Group reviews the carrying amounts of its fixed assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount ofthe cash-generating unittowhich the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of impairment loss is recognised immediately in profit orloss. Stocks Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Foreign currency The Group presents its financial statements in US Dollars as this is the principal currency in which it operates. Foreign currency transactions of individual companies are translated at the rates ruling when they occurred. Foreign currency monetary assets and liabilities are translated at the rate of exchange ruling at the balance sheet date. Any differences are taken to the profit and loss account. The results of overseas operations are translated at the average rates of exchange during the year and the balance sheet translated into US dollars at the rate of exchange ruling on the balance sheet date. Exchange differences which arise from translation of the opening net assets and results of foreign subsidiary undertakings are taken to reserves.



### 17

### Notes to the financial statements (continued) for the year ended 31 December2010 1 Accounting policies (continued} Financialinstruments 

### Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contract obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability, then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited directlyto equity. Taxation 

### Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted orsubstantively enacted bythe balancesheet date. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed where transactions or events that result in an obligation to pay more or less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements. A net deferred tax asset is regarded as recoverable and therefore recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is recognised in respect of the retained earnings of overseas subsidiaries and associates only to the extentthat, atthe balance sheet date, dividends have been accrued as receivable or a binding agreement to distribute past earnings in the future has been entered into bythesubsidiary orthe associate. Deferred tax is measured at the tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax balances are not discounted.



### 18- ------ -- - 

### -

# .- -------- 

## - Notes tothe financial statements (continued) for the yearended 31 December 2010 1 Accounting policies 

### (continued)
Pension costs The Group operates defined contribution pension schemes for qualifying employees. The assets of the schemes are held separately from those of the Group in funds under the control of the trustees. Contributions to the group's defined contribution pension scheme are charged to the profit and loss account in the year in which they become payable. 

### Leasing andhire purchase commitments The Group as lessee Assets held under finance leases, which are leases where substantially all the risks and rewards of ownership of the asset have passed to the company, and hire purchase contracts, are capitalised in the balance sheet and are depreciated over their useful lives. The capital elements of future obligations under the leases and hire purchase contracts are included as liabilities in the balance sheet. The interest elements ofthe rental obligations are charged in the profit and loss account over the periods of the leases and hire purchase contracts and represent a constant proportion of the balance of capital repayments outstanding. All other leases are treated as operating leases. Their annual rentals are charged to the profit and loss account on a straight-line basis overthe term of the lease. The Group as lessor Rental income from operating leases is recognised on a straight line basis over the term ofthe relevant lease.
2 Turnover 

### The turnover and loss before tax are attributable to the one principal activity of the group. In the opinion of the directors, the disclosure of any further information required by Companies Act 2006 would be seriously prejudicial to the interests of the group and the company.



### 19- ------- 

# ----.-

-------- -- 

### Notes to the financial statements (continued) for theyearended 31 December2010

3 Operating (loss)/profit

4 

### This is arrived at aftercharging/(crediting): Depreciation of tangible fixed assets -owned Depreciation oftangible fixed assets -leased Amortisation of positive goodwill Loss/(profit) on disposal offixed assets Hire ofotherassets - operating leases Net loss/(profit) on foreign currency translation Impairment charge 2010 2009 $'000 $'000
2,217

602 127 118 4,068 1,696 9,300 

### 2,407 493 126



### (5) 4,103 (1,212)


### The directors have observed that as a result of the current economic downtum market values for second hand aircraft have been difficult and the number of distress sales has lowered the resale value of small and medium sized business aircraft. As a result the Group undertook a detailed impairment review and determined that an impairment of $9,300,000 should be recorded. Auditors' remuneration: Audit of company's annual accounts Audit of company's subsidiaries pursuant to legislation

Employees



### Staff costs (including directors) consist of: Wages and salaries Social security costs Other pension costs 56 

### 69 125

2010 $'000
18,140

2,723

778 21,641 31 

### 78 109

2009 $'000

22,244

3,541

826 26,611


### The average numberof employees (including directors) during the yearwas as follows:

Operations and administration Pilots and cabin crew Aircraft engineering and cleaning

20 2010 Number 

### 83 100 106
289 2009 Number 103 

### 100

94


### 297

## ------ ----.- --------- Notes to the financial statements (continued) for the year ended 31 December201 0
5 Directors' remuneration



### 6

7 

### Directors' emoluments Company contributions to money purchase pension schemes 2010 2009 $'000 $'000

673 

### 532

91 

### 77
764 

### 609 There were 3 directors in the group's defined contribution pension scheme during the year (2009- 3). The total amount payable to the highest paid director in respect of emoluments was $213,000 (2009- $210,000). Company pension contributions of $50,000 (2009- $51.000) were made to a money purchase scheme on his behalf. Interest payable and similar charges 2010 2009 $'000 $'000 

### Bank loans and overdrafts 64 

### 263 Rnance leases and hire purchase contracts 977 

### 1,191 Othersimilar charges payable 295 

### 306 1,336 

### 1,760
Tax credit on Joss on ordinary activities 2010 2010 2009 2009 $'000 $'000 $'000 $'000 UK

### corporation tax Current taxforthe financial year (7) 

### 30 Adjustment in respect of previous periods 63 

### (61) Total current tax charge/(credit) 56 

### (31) Deferred tax Origination and reversal of timing differences (2,599) 

### 354 Change in tax rate (246) 

### Adjustment in respect of previous periods (1, 

### 117) (2,845) 

### (763)
Tax credit on loss on ordinary activities (2,789) 

### (794)



### 21- - --- -- - - - -

# .-

---- --- - -- 

### Notes to the financial statements (continued) for the yearended 31 December2010 7 Tax credit on loss on ordinary acHvities (continued) The tax assessed forthe yearis higherthan the standard rate ofcorporation tax in the UK applied to the loss before tax. The differences are explained below:

Loss on ordinary activities before taxation
Tax credit at the standard rate of corporation tax in the UK of 28% (2009 - 28%) Effects of: Expenses not deductible for tax purposes Capital allowances in excess of depreciation Origination oftax losses Effect oftax rates in differentjurisdictions Adjustmentto tax charge in respect of previous periods
Currenttax charge for period

8 Loss attributable to members ofthe parent company 2010 $'000 (10,501)

(2,940)

2,721 (39)

14 237

63
56 2009 $'000

(687)

. (192)
178 (448) 

### 492 (61) (31)

The company has taken advantage of the exemption allowed undersection 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The group loss for the year includes a profit after tax of $427,000 (2009 -loss of$453,000) relating to the parent company.

22

### 9 Notes tothe financial statements (continued) for the year ended 31 December2010
Intangible assets (see note 21) Development Positive Negative Group costs Goodwill Goodwill $'000 $'000 $'000 

### Costor valuation At 1January 2010 2,531 Additions 154 Acquisitions (181}
At31 December2010 154 2,531 (181)


### Amortisation At 1January 2010 129 Provision foryear 127
At31 December2010 256


### Net bookvafue At31 December2010 154 2,275 (181)


### At 31 December2009 2,402



### 23 Total $'000 

### 2,531 154 (181) 2,504



### 129 127
256
2,248 

### 2,402Notestothe financial statements (continued) for the year ended 31 December2010 10 Tangible fixed assets Fixtures, fittings, Leasehold and Motor Group property Aircraft Equipment vehicles Total $'000 $'000 $'000 $'000 $'000 

### Costor 

### valuation At 1January 2010 3,462 46,448 1,383 1,386 52,679 Additions 181 152 71 404 Disposals (4,078) (556) (215) (4,849) Foreign exchange adjustments (55) (2) (45) (10) (112)
At 31 December2010 3,588 42,368 934 1,232 48,122 

### Depreciation At 1January 2010 399 8,246 943 753 10,341 Provision foryear 286 2,069 223 241 2,819 Disposals (378) (553) (190) (1,121) Impairment charge 9,300 9,300 Foreign exchange adjustments 5 (29) (36) 12 (48)
At 31 December2010 690 19,208 577 816 21,291


### Net book value At31 December2010 2,898 23,160 357 416 26,831


### At31 December2009 3,063 38,202 440 

### 633 42,338
The net book value of tangible fixed assets for the group includes an amount of $8,975,000 (2009 - $10,087,000} in respect of assets held under finance leases and hire purchase contracts. Depreciation includes $1 ,473,000 (2009 - $493,000) charged on assets held underfinance leases and hire purchase contracts. Details of the impairment adjustment noted above are included in note 3. 11 fixed asset investments Group Associates $'000 

### At 1January2010 339 Share of retained losses (8)
At31 December2010 331



### 24Notes to the financial statements (continued) for the year ended 31 December2010 11 Fixed asset investments (continued) Company


### Costand 

### netbook value At 1 January 2010 and 31 December2010 Group undertakings $'000 8,198
On 1 January 2010, the company acquired 100% share capital of Gama Aviation SA. This has been accounted for as an acquisition under 

### FRS 6. Subsidiaryand 

### associated undertakings The principal undertakings in which the company's interest at the year end is 20% or more are as follows: Proportion of shares Country of andvofing Subsidiary undertakings Incorporation Holding rights held Nature of business Gama Aviation Umited Great Britain Ordinary 100% Air charter Gama Leasing Limited Great Britain Ordinary 100% Aircraft and motor vehicle leasing Gama Support Services Limited Great Britain Ordinary 100% Aircraft engineering Lees Avionics Umited Great Britain Ordinary 100% Avionic sales, installation and

maintenance Avialogistics Limited Great Britain Ordinary 76% Cleaning services Airops Software Limited Great Britain Ordinary 100% Aviation computer software Gama Aviation SA Switzerland Ordinary 100% Supply of aircraft personnel Gama Group Inc. USA Ordinary 100% Avionic sales, installation and

maintenance Gama Aviation Inc * USA Ordinary 100% Air charter Associate undertakings Operator Holding Inc. * USA Ordinary 49% 

### I 25% ** Holder ofAir Operator's Certificate *indicates indirect holdings. **49% ofthe ordinary share capitalis held but only 25% of the voting rights.



### 2512 Stocks**~** - -

# .-

----- - -- Notes to the financial statements (continued) forthe year ended 31 December2010



### Raw materials and consumables Work in progress Group 2010 $'000 1,686 2,688 Group 2009 $'000 

### 1,714 4,374 

### 1,714

13 Debtors Group Group Company Company 2010 2009 2010 2009 $'000 $'000 $'000 $'000 

### Trade debtors 23,642 

### 29,821 Amounts owed by group undertakings 9,239 

### 9,422 Otherdebtors 3,888 

### 3,860 1,563 

### 134 Deferred taxation (note 17) 29 

### Prepayments and accrued income 21,481 

### 18,432 49,011 

### 52,113 10,831 

### 9,556
All amounts shown underdebtorsfall duefor paymentwithin oneyear. Otherdebtors in 2010 include amounts owed bythe directors- see note23. 14 Creditors: amounts falling due within oneyear Group Group Company Company

2010 2009 2010 2009 $'000 $'000 $'000 $'000 As restated -see note 16 

### Bank overdrafts 102 Loans due in less than oneyear 7,960 

### 3,630 Trade creditors 27,059 

### 28,000 Taxation and social security 1,201 

### 1,266 Obligations under hire purchase contracts (note 16) 882 

### 1,278 Amounts owed to group undertakings 2,359 2,965 

### Amounts owed to associates Othercreditors 8,611 

### 9,819 1,419 

### 3,548 Accruals and deferred income 13,202 

### 11,716 

### 44 32

-- 61,274 

### 55,811 4,428 

### 3,580



### 26Notes to the financial statements (continued) for the yearended 31 December2010

14 Creditors: amounts falling due within oneyear (continued) 

### The bank overdrafts are secured by a revolving fixed charge over certain assets of the group. Other loans and hire purchase agreements are secured byway of first legal charges on the group's fixed assets. Othercreditors in 2009 include amounts owed to the directors - see note 23. 15 Creditors: amounts falling due after morethan one year Group Group Company Company

2010 2009 2010 2009 $'000 $'000 $'000 $'000 As restated -see note 16 

### Obligations under hire purchase contracts (note16) 6,404 

### 6,888 Loans 14,992 

### 25,121 21,396 

### 32,009

Loans include: • £1.5 million (2009: £1.5 million), which has no fixed repayment term and carries an interest rate of9.5% perannum. • $20.6 million (2009: $25.1 million) secured against aircraft. The borrowings are a mix of variable and fixed interest rate debtwith repayment periods not exceeding five years. The following aggregate liabilities disclosed under creditors falling due after more than one year are due for repayment after more than five years from the balance sheet date.

Amounts payable in more than 5years



### 27 Group 2010 $'000 Group 2009 $'000 

### As restated

-see note 16 21,849Notes to the financial statements (continued) for the year ended 31 December2010 16 Commitments under hire purchase agreements

17 

### Future commitments under hire purchase agreements are as follows:

Amounts payablewithin oneyear (note 14) Amounts payable between 2 to 5years (note 15) Group 2010 $'000

882 6,404 7,286 Group 2009 $'000 As 

### restated 1,278 6,888 8,166 $21 ,446,000 of the 2009 hire purchase commitment balance has been reclassified to loans to reflect the true nature of the financial obligation. There has been no overall change to the net asset position ofthe group as a result ofthis adjustment. Provision for liabilities Deferred taxation


### At 1January2010 Credited to profit and loss account: (note 7) Utilised in the year Impactof change in tax rate
At 31 December2010

Deferred taxation Group 2010 $'000 

### Accelerated capital allowances 1,060 

### Sundry timing differences (1) 

### Unutilised tax losses (462)
597 Group 2009 $'000 

### 3,722 7 (287) 3,442 Group $'000 

### 3,442 {2,599)

(246)
597

Company 2010 $'000

{29) (29) Company $'000



### (29)

(29)

Company 2009 $'000



### The group has not recognised a deferred tax asset of $6.1 million {2009: $5.7 million) in respect of tax losses brought forward because the future recoverability of the asset is uncertain.
28Notes to the financial statements (continued) forthe yearended 31 December2010

18 Share capital

19 

### Allotted, called up andfullypaid 120,000 ordinaryshares of£1 each

Reserves Share premium Group account $'000 

### At 1January 2010 15,409 Translation differences Loss forthe financial year
At 31 December2010 15,409

Share premium Company account $'000 

### At 1January 2010 15,409 Profit for the financial year
At 31 December2010 15,409 Capital redemption reserve $'000 

### 10

10
Capital redemption reserve $'000 lO

10 2010 $'000

238

Profit and loss Account

(deficit) $'000 

### (4,469) (75) (7,705) (12,249)

Profit and loss account $'000 

### (1,483) 427 (1,056} 2009 $'000



### 238

Total $'000 

### 10,950 {75) (7,705)

3,170

Total $'000 

### 13,936 427 14,363


### Details of a significant post balance sheet event concerning the company's capital structure are disclosed in note 25 below.



### 29- ----- -- - - - -

# .-

---- --- - -- Notes to the financial statements (continued) for the yearended 31 December201 0

20 Contingent liabilities 

### The group's banking facilities are secured by a fixed and floating charge over the assets of the company and its subsidiary undertakings. The directors consider it highly improbable that any liability will crystallise as a result of this composite company unlimited multilateral guarantee. Following the acquisition of Avialogistics Limited in 2009, the group is subject to a put option which, if exercised, would require the group to purchase the minority interest shareholding in Avialogistics forconsideration equivalent to 20% - 30% ofthe turnover of that company based on the most recent financial statements. The put option expires 3 years after the acquisition of Avialogistics Limited. The turnover of Avialogistics for 2010 was £649,000. 21 Acquisitions 

### On 1 January 2010, the group acquired 100 per cent of the issued share capital of Garno Aviation SA for cash consideration of $1. Garno Aviation SA provides payroll services to the Gama Aviation Group. This transaction has been accounted for by the purchase method of accounting.

Net assets acquired 

### Trade and other receivables Cash and cash equivalents Trade and other payables Provisions
Negative goodwill arising (note 9) Total cash consideration ($1) Book and fair value $'000


### 6 417 (222)



### (20) 181 (181}



### The directors consider the bookvalue to represent the fair value ofthe assets acquired. Garno Aviation SA contributed $45,000 to profit before tax for the period between the date of acquisition and the balancesheet date.



### 30Notes to the financial statements (continued) for the yearended 31 December2010

22 Commitments under operating leases 

### The group had annual commitments under non-cancellable operating leases as set out below: Land and Land and buildings buildings 2010 2009 $'000 $'000 

### Operating leases which expire: Within oneyear 47 

### 301 In two to five years 1,507 

### 1,092 In more than five years 

### 333 332 1,887 

### 1,725
The company had no commitments underoperating leases (2009: nil). 23 Transactions with the directors As at 31 December2010, Mr G A Khalek owed the group $339,322 (2009: $1,883,124 owed to Mr G A Khalek) in the form of a director's loan account, being funds advanced by the group. The loan is due on demand, is interest free and unsecured. As at 31 December2010, the group owed Mr M A Khalek $227,058 (2009: £509,018) in the form of a director's loan account, being funds advanced to the group. The loan is due on demand, is unsecured and interest free.



### 31- ------- 

# ----.-

-------- -- Notes tothe financial statements (continued) for the year ended 31 December2010


### 24 Related partytransactions Control The company was under the control of Mr M A Khalek and Mr G A Khalek, both of whom are Directors ofthe companythroughout theyear. Group During the year the group paid operating rentals totalling $377,648 (2009: $419,972)to lease an aircraft, G-ZXZX, from Zulu X-Ray Services Limited. Mr G A Khalek controls 25% of the voting rights ofZulu X-Ray Services Limited. During the year, net charges of $1 ,270,000 (2009: $144, 140) were made to Gama Charters Inc, a company registered in the USA, and underthe control of Mr M A Khalek and Mr G A Khalek. As at31 December2010, the group was owed $61,000 (2009: $90,441) by Gama Charters, Inc. During the year, the group made net sales of $4.407,000 (2009: $3,690,000) to Crescent Investment LLC, which holds an investment in Gama Holdings FZC, the ultimate parent company. As at 31 December 2010, the company was owed $953,000 (2009: $241,000) by Crescent Investment LLC. During the year, the group made stock purchases of $365,456 (2009: $249,712) from the special purpose vehicle set up by Mr M A Khalek. As at 31 December, the company owed $81,934 (2009: $249,712) tothe special purposevehicle. As permitted by Financial Reporting Standard 8, Related Party Disclosures, no disclosures have been made in respect oftransactions or balances in respect ofwholly owned subsidiaries ofthe Company. Company As permitted by Financial Reporting Standard 8, Related Party Disclosures, no disclosures have been made in respect oftransactions or balances in respect ofwholly owned subsidiaries of the company.
25 Post balancesheet events On 

### 27 May 

### 2011 Gama Group Limited agreed to acquire the trade and assets of Mann Aviation Group Engineering (In Administration) 

### Ltd ('MAGE') for 

### £400,000. MAGE is based at Fairoaks Airport in Surrey and is a well-established maintenance and repair organisation with a speciality in rotary and general aviation aircraft. In addition, the company also holds approvals that complement those of Gama Support Services Limited and significantly strengthens Gama's ability to support a wider range of civilian and military aircraft. Under the terms of the agreement Gama and the Administrators have agreed a delayed delivery and transfer of ownership to allow the transfer of CAA approvals and lease obligations in an orderly manner. Until delivery and transfer of ownership takes place Gama is acting as agents for the Administrators, taking financial responsibility forthe companyfrom 

### 27 May

### 2011
.



### 32

# .-
------- - -. Notes tothe financial statements (continued} forthe year ended 31 December2010

25 Post balance sheet events (continued} 

### On 7 September 2011, the shareholders of the company passed a special resolution reducing the share premium account to £nil. Had this resolution been passed at the 31 December 2010 the impact on the company balance sheet would have been as follows: Prior to Reduction in special share After special resolution premium resolution $'000 $'000 $'000 Fixed assets 

### 29,410 29,410 Current assets 

### 57,275 57,275 Creditors: Amounts falling duewithin oneyear 

### (61,274) (61 ,274) Creditors: Amounts falling due after more than one year 

### (21 ,396) {21 ,396} Provisions for liabilities 

### {597) (597) 3,418 3,418 Capital and reserves 

### Called up share capital 238 238 Share premium account 15,409 (15,409) Other reserves 10 10 Profit and loss account {12,249) 15,409 3,160 Minority interest 10 10 3,418 3,148
Further details are contained in note 25 to the financial statements.

33Notes tothe financial statements (continued) for theyear ended 31 December 2010 26 Reconciliation of operating (loss)/profitto net cash inflow from operating activities 2010 2009 $'000 $'000 

### Operating (loss)/profit (9,165) 1,070 

### Amortisation of intangiblefixed assets 127 127 

### Depreciation oftangiblefixed assets 2,819 2,900 

### Exceptional impairmentcharge 9,300 

### Loss/(profit) on disposal offixed assets 118 (5) 

### Increase in stocks (2,631) (545) 

### Decrease/{increase) in debtors 3,241 (4,640) 

### Increase in creditors 4,275 5,703


### Net cash inflow from operating activities 8,084 4,610
27 Reconciliation of net cash flowto movementin net debt 2010 2009 $'000 $'000 

### lncrease/{decrease) in cash 454 (584) 

### Cash outflow in respect of hire purchase 945 1,988 

### Net cash outflow/(inflow) from otherlong term creditors 5,798 (689) 

### Non-cash movements (65) 

### Exchange movements (23) 148


### Movement in net debt 7,109 863 

### Opening net debt (33,458) (34,321) 

### Closing netdebt (26,349) (33,458)

34

### 28 Notestothefinancial statements (continued) forthe year ended 31 December2010 Analysis of net debt At other 1January Cash non-cash Foreign 2010 flow items exchange $'000 $'000 $'000 $'000 Cash at bank and in hand 3,561 352 (23) 

### Bank overdrafts (102) 102 3,459 454 (23) 

### Loans (28,751) 5,798 

### Hire purchase agreements (8,166) 945 (65) (36,917) 6,743 (65)


### Total (33,458) 7,197 (65) (23)



### 35 At 31 December 2010 $'000 3,890
3,890 (22,953)

(7,286) (30,239) (26,349)

# EXHIBIT GAMA-400Gama Charters Inc Balance Sheet 6/30/2012**tung#~it~at::** 

## ;ll[;,

.. Assets

CurrentAssets Cash Cash
- Operating Accounts Cash-ReseNed Accounts 

### Total Cash Trade and Sundry Receivables

Fixed Assets

OtherAssets

Total Assets Trade and Sundry Receivable Accrued Receivable Unbilled Management 

### Total Trade and Accrued Receivable Affliated Company Receivable Intercompany Receivable Inventories Prepaid & Deferred Expenses 

### Total CurrentAssets Property & Equipment (at cost) Less: Accum. Depreciation 

### Net Property & 

### Equipment
Deferred Taxes- non current Intangible Assets 

### Total OtherAssets $ 260,736.01 $
$ $ 100,000.00 $

$ 73,100.09 $ 22,271.34

$ $ 634,664.00 $ 260,736.01

$ 100,000.00 $ $ $ $ 30,511.95 $ 391,247.96

$ 50,828.75

$ 634,664.00 $ 1,076,740.71Liabilities & NetWorth Current Liabilities Trade Payables & Accrued Liabilities Trade and Sundry Payables $ FET Taxes Payable $ Accrued Liabilities $ 19,312.50 Trade and Accrued Liabilities $ 19,312.50 Affliated Company Payable $ 579,176.91 Cust. Deposits & Def. Income $ Deferred Taxes-Current $ Total Current Liabilities (excluding Current Debt) $ 598,489.41 Current Maturities of Lrr Debt 2610 

### 100 $ 35,174.08 Current Maturities of Lrr Debt $ 35,174.08 Total Current Liabilities (including Current Debt) $ 633,663.49

Notes Payable- Long Term $
Deferred Taxes- Long-Term $ Total Long Term Liabilities $ Total Liabilities $ 633,663.49 Stockholder's**Equit~** Common Stock $ 100.00 Additional Paid In Capital $ 680,000.00 Retained Earnings $ (231 ,441.13) Retained Earnings $ Current Earnings $ (5,581.65) Dividends Distributed $ Total Stockholder's Equity $ 443,077.22Gama Charters Inc Balance Sheet 12/31/2011**!"~n:~vdited** ,:,: ·;,11 

### Assets

CurrentAssets Cash Cash
- Operating Accounts Cash-Reserved Accounts 

### Total Cash Trade and Sundry Receivables

Fixed Assets

OtherAssets

Total Assets Trade and Sundry Receivable Accrued Receivable Unbilled Management 

### Total Trade and Accrued Receivable Affliated Company Receivable Intercompany Receivable Inventories Prepaid & Deferred Expenses 

### Total CurrentAssets Property & Equipment (at cost) Less: Accum. Depreciation 

### Net Property & Equipment
Deferred Taxes- non current Intangible Assets 

### Total OtherAssets $ 276,848.15 $
$ $ 100,000.00 $

$ 73,100.09 $ 10,579.86

$ $ 634,664.00 $ 276,848.15

$ 100,000.00 $ $ $ $ 12,885.82 $ 389,733.97

$ 62,520.23

$ 634,664.00 $ 1,086,918.20

### Liabilities & NetWorth Current Liabilities Trade Payables & Accrued Liabilities Trade and Sundry Payables $ 

### FET Taxes Payable $ 

### Accrued Liabilities $ 207,263.04 

### Trade and Accrued Liabilities $ 207,263.04 

### Affliated Company Payable $ 384,652.93 

### Cust. Deposits & Def. Income $ 

### Deferred Taxes-Current $ 

### Total Current Liabilities (excluding Current Debt) $ 591,915.97 

### Current Maturities of LfT Debt 2610 

### 100 $ 22,620.15 

### Current Maturities of LfT Debt $ 22,620.15 

### Total Current Liabilities (including Current Debt) $ 614,536.12



### Notes Payable- Long Term $ 23,723.21


### Deferred Taxes- Long-Term $ 

### Total Long Term Liabilities $ 23,723.21 

### Total Liabilities $ 638,259.33 

### Stockholder's Equit¥: Common Stock $ 100.00 Additional Paid In Capital $ 680,000.00 Retained Earnings $ 10,438.78 Retained Earnings $ Current Earnings $ (241,879.91) Dividends Distributed $ 

### Total Stockholder's Equity $ 448,658.87Gama Charters Inc Balance Sheet 12/31/2010**'unaui:J~~,**

## ,:: ··

# iii Assets CurrentAssets Cash Cash
- Operating Accounts Cash-Reserved Accounts 

### Total Cash Trade and Sundry Receivables

Fixed Assets

OtherAssets

Total Assets Trade and Sundry Receivable Accrued Receivable Unbilled Management 

### Total Trade and Accrued Receivable Affliated Company Receivable Intercompany Receivable Inventories Prepaid & Deferred Expenses 

### Total CurrentAssets Property & Equipment (at cost) Less: Accum. Depreciation 

### Net Property & Equipment
Deferred Taxes- non current Intangible Assets 

### Total OtherAssets $ $
$ $ $

$ $

$ 12,383.09

1,778.68

988.20

$ 634,664.00 $ 12,383.09

$ $ $ $ $ 129,912.80 $ 142,295.89

$ 790.48

$ 634,664.00 $ 777,750.37Liabilities & NetWorth Current Liabilities Trade Payables & Accrued Liabilities 

### Trade and Sundry Payables $ 

### FET Taxes Payable $ 

### Accrued Liabilities $ 26,071.00 Trade and Accrued Liabilities $ 26,071.00 

### Affliated Company Payable $ 61,140.59 

### Cust. Deposits & 

### Def. Income $ 

### Deferred Taxes-Current $ Total Current Liabilities (excluding Current Debt) $ 87,211.59 

### Current Maturities of LIT Debt $ Total Current Liabilities (including Current Debt) $ 87,211.59 Long-Term Liabilities 

### Notes Payable- Long Term $ 

### Deferred Taxes - Long-Term $ Total Long Term Liabilities $ Total Liabilities $ 87,211.59 Stockholder's**Equit~** Common Stock $ 100.00 Additional Paid In Capital $ 680,000.00 Retained Earnings $ 25,261.72 Retained Earnings $ Current Earnings $ (14,822.94) Dividends Distributed $ Total Stockholder's Equity $ 690,538.78 Total Liabilities and NetWorth $ 777,750.37**~~-** -**-~o~"~-.~~~~ ~'''-""o...l,....,..,**  ..........

.....,._ ___**~ ·""-'--~**  10/16/2012

Assets CurrentAssets Cash 

# r II$ 50,250 Interest Bearing Accounts Accounts Receivable 100,000 Intercompany Receivable Affliated Company Receivable Inventories Prepaid & Deferred Expenses II II 36,970 PrepaidTaxes-Current Total Current Assets Property & Equipment (at cost) Aircraft Building & Equipment Office Equipment II II 9,651 Automobiles Furniture & Fixtures Leasehold Improvements Total Propo & Equipo Less: Accumo Depreciation Net Property & Equipment Other Assets Charter Ticket II II 634,664 Goodwill Tech Know How Investment in Subsidiaries Deferred Taxes - non current Long-Term Deposits Total OtherAssets Total- Net Assets 

## II$ II$ 823,672**~~~-·~·~· ---····~-------**  10/16/2012

Liabilities & Net Worth Current Liabilities Trade Payables &Accrued Liabilitill $ II$ 28,500 Intercompany Payables Affliated Company Payable 89,810 Gust. Deposits & Del. Income Interest Payable Taxes Payable Total Current Liabilities II II 118,310 (excluding Current Debt) Current Debt Notes Payable Current Maturities of UT Debt Total Current Liabilities (including Current Debt)**Long~**Term Liabilities**Long~**Term Debt**Long~**Term**Debt~** Intercompany Deferred**Taxes~ Long~** Term Total Long Term Liabilities Total Liabilities II II 118,310 Stockholder's Equity Common Stock, $1 par value; Authorized 1000 Shares Issued &Outstanding 1000 Shares 100 Additional Paid in Capital 680,000 Retained Earnings 10,327 Current Earnings 14,935 Dividends Total Stockholder's Equity 705,362 Total Liabilities and Net Worth $ $ 823,672

# EXHIBIT GAMA-401Gama Charters Inc Profit and Loss For the Month of 6/30/2012

## :Pt~udited .**1%~'** Revenue Management Fees 5200 

### $ 36,867.50 Charter 

### $ 1,097,152.50 Crew Services & Training 

### $ 357,097.60 GCI Service Agreements 

### $ 87,633.33 Net Revenue 

### $ 1,578,750.93
Direct Costs
Aircraft Costs 

### $ 1,083,903.56 Maintenance Administration 

### $ 19,524.78 Coordination Charges 

### $ 14,054.47 Direct Crew Costs 

### $ 362,339.39 Operation Costs 

### $ 9,146.50 Other GCI Service Agreement Exp's 

### $ 56,303.75 Total Direct Costs 

### $ 1,545,272.45 Gross Profit 

### $ 33,478.48 Indirect Expenses Total Salary and Fringes 

### $ 24,728.84 Marketing 

### $ Property Costs 

### $ Dues & Subscriptions 

### $ Insurances Expense 

### $ 3,156.47 Telecom Cost 

### $ 2,973.08 IT Systems Exp 

### $ 220.00 Meetings,Travel & Entertainment Expense 

### $ 3,516.87 Legal & Accounting 

### $ 3,244.21 Office Supplies 

### $ 736.04 Other Expense 

### $ Total Indirect Expense 

### $ 38,575.51 EBITDA 

### $ ·(5,097.03) Depreciation Expense Depreciation Expense 9100 

### $ 16.46 Interest Expense Interest Expense 9000 

### $ 485.60 Interest Income Interest Income 9005 

### $ Other lncome(Expense) Other lncome(Expense) 9200 

### $ Profit(Loss) Before Taxes 

### $ (5,599.09) Corp Income Taxes Federal Income Taxes 9500 

### $ State Income Taxes 9600 

### $ Net Profit{Loss} 

### $ (5,599.09)Revenue Management Fees 

### $ 219,892.50 Charter 

### $ 5,129,882.18 Crew Services & Training 

### $ 2,445,937.98 GCI Service Agreements 

### $ 506,975.83 Net Revenue 

### $ 8,302,688.49
Direct Costs Aircraft Costs 

### $ 4,969,274.80 Maintenance Administration 

### $ 117,737.62 Coordination Charges 

### $ 48,255.68 Direct Crew Costs 

### $ 2,542,419.51 Operation Costs 

### $ 55,543.92 Other GCI Service Agreement Exp's 

### $ 328,986.25 Total Direct Costs 

### $ 8,062,217.78 Gross Profit 

### $ 240,470.71 Indirect Expenses Total Salary and Fringes 

### $ 143,746.02 Marketing 

### $ 65.38 Property Costs 

### $ Dues & Subscriptions 

### $ 3,463.64 Insurances Expense 

### $ 14,421.87 Telecom Cost 

### $ 9,440.68 IT Systems Exp 

### $ 9,825.34 Meetings,Travel & Entertainment Expense 

### $ 36,800.66 Legal & Accounting 

### $ 17,121.22 Office Supplies 

### $ 9,088.11 Other Expense 

### $ 939.96 Total Indirect Expense 

### $ 244,912.88 EBITDA 

### $ (4,442.17) Depreciation Expense Depreciation Expense 9100 

### $ 98.76 Interest Expense Interest Expense 9000 

### $ 1,040.72 Interest Income Interest Income 9005 

### $ Other lncome(Expense) Other lncome(Expense) 9200 

### $ Profit(Loss) Before Taxes 

### $ (5,581.65) Corp Income Taxes Federal Income Taxes 9500 

### $ State Income Taxes 9600 

### $ Net Profit(Loss) 

### $ (5,581.65)Gama Charters Inc. Statement of Sources and Applications of Cash 

### 6/30/2012

### ,u~§IJditli~l~..

### ~L: 

# .· Net Profit(Loss) AfterTax $ (5,582) Non Cash Items Loss(Gain) on Disposal of Assets $ Amortization $ Depreciation $ 11,691 Total Non Cash Activities $ 11,691 Total Cash Provided By(Used in) Operations $ 6,110 Operations: Trade and Sundry Receivable $ Accrued Receivables $ Unbilled Management Receivables $ Affliated Rec.- Gama Leasing $ Affliate Receiviable-Gama Charters Inc $ Affliate Receiviable-Gama Charters LTd $ Inventories $ Prepaids & Deferred Charges $ (17,626) Trade and Sundry Payables $ FET Taxes Payable $ Accrued Liabilities $ (187,951) Customer Dep. & Deferred Inc. $ Affiliated Pay Oper Loan-Gama UK $ Affiliated Payable- GamaUK $ Affiliated Payable- Gama Aviation $ 194,524 Affiliated Payable- Gama Group Ltd $ Affiliated Payable- Gama Support $ Taxes Payable and Deferred Taxes $ Total Cash Provided By(Used in) Operations $ (11,053) Investment Activities Fixed Assets Purchased $ Fixed Assets Disposed $ Sale of Fixed assets $ Dividends Distributed $ Total Cash Used in Investment Activities $ Financing ActivitiesRepayment of Loans $ (11,169) Proceeds from Corridor Loan $ Net Change in Select Charter Funds $ Net Proceeds from Director Loans $ Total Cash Provided by Financing Activities $ (11 '169) Change in Cash Position $ (16,112) Beginning Cash $ 276,848 Ending Cash $ 260,736Gama Charters Inc Profit and Loss For the Month of 12/31/2011

Crew Services & Training GCI Service Agreements Net Revenue
Direct Costs
Aircraft Costs Maintenance Administration

Coordination Charges Direct Crew Costs Operation Costs Other GCI Service Agreement Exp's Total Direct Costs Gross Profit Indirect Expenses Total Salary and Fringes Marketing Property Costs Dues & Subscriptions Insurances Expense Telecom Cost IT Systems Exp Meetings,Travel & Entertainment Expense Legal & Accounting Office Supplies Other Expense Total Indirect Expense EBITDA Depreciation Expense Interest Expense Interest Income Other lncome(Expense) Profit(Loss) Before Taxes Corp Income Taxes
Net Profit(Loss) Labor Expense - Mtx Coor Fringe Expense Fringe Expense

Depreciation Expense Interest Expense Interest Income Other lncome(Expense)

Federal Income Taxes State Income Taxes 5200

7540 7545 7548

9100 9000 9005 9200

9500 9600 $ $ $ $ $

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 36,500.00 1,962,586.49

653,303.51

83,927.50 2,736,317.50

1,925,321.03 19,711.46 10,577.42

2,961.68 (98,325.00) (84,785.90) 672,691.52 9,206.15 25,800.00 2,567,944.26

168,373.24

19,935.18

2,503.08 1,678.68
3,349.36 35,112.07

3,427.08 3,290.20 69,295.65 99,077.59

9,048.15 1,077.36

88,952.08

3,243.00 85,709.08

# :h~Gt~al Revenue Management Fees $ 460,509.70 Charter $ 13,096,703.91 Crew Services & Training $ 5,669,335.66 GCI Service Agreements $ 1,006,272.50 Net Revenue $ 20,232,821.77
Direct Costs Aircraft Costs $ 12,750,520.25 Maintenance Administration $ 231,557.16 Labor Expense - Mtx Coor 7540 $ 125,005.92 Fringe Expense 7545 $ 35,001.72 Recovery 7548 $ (98,325.00) Coordination Charges $ 61,682.64 Direct Crew Costs $ 5,978,225.62 Operation Costs $ 108,799.86 Other GCI Service Agreement Exp's $ 706,984.85 Total Direct Costs $ 19,837,770.38 Gross Profit $ 395,051.39 Indirect Expenses Total Salary and Fringes $ 297,207.08 Marketing $ 233.89 Property Costs $ 401.52 Dues & Subscriptions $ 3,981.16 Insurances Expense $ 27,625.98 Telecom Cost $ 19,375.62 IT Systems Exp $ 34,294.91 Meetings,Travel & Entertainment Expense $ 70,843.15 Legal & Accounting $ 139,297.20 Office Supplies $ 22,778.27 Other Expense $ 6,399.50 Total Indirect Expense $ 622,438.28 EBITDA $ (227,386.89) Depreciation Expense Depreciation Expense 9100 $ 9,591.66 Interest Expense Interest Expense 9000 $ 1,077.36 Interest Income Interest Income 9005 $ Other lncome(Expense) Other lncome(Expense) 9200 $ Profit(Loss) Before Taxes $ (238,055.91) Corp Income Taxes Federal Income Taxes 9500 $ State Income Taxes 9600 $ 3,824.00 Net Profit(Loss) $ (241,879.91)Gama Charters Inc. Statement of Sources and Applications of Cash 

### 12/31/2011**Una:,lCJih~d ;~:l**  Net Profit(Loss) AfterTax 

### $ (241,880) Non Cash Items Loss(Goin) on Disposal of Assets 

### $ Amortization 

### $ Depreciation 

### $ 9,592 Total Non Cash Activities 

### $ 9,592 Total Cosh Provided By(Used in) Operations 

### $ (232,288) Operations: Trade and Sundry Receivable 

### $ Accrued Receivables 

### $ Unbilled Management Receivables 

### $ Afflioted Rec.- Gomo Leasing 

### $ Affliote Receivioble-Gomo Charters Inc 

### $ Affliote Receivioble-Gomo Charters LTd 

### $ Inventories 

### $ Prepoids & Deferred Charges 

### $ 17,027 Trade and Sundry Poyobles 

### $ FET Taxes Payable 

### $ Accrued Liabilities 

### $ 181,192 Customer Dep. & Deferred Inc. 

### $ Affiliated Pay Oper Loon-Gomo UK 

### $ Affiliated Payable- GomoUK 

### $ Affiliated Payable- Gomo Aviation 

### $ 323,512 Affiliated Payable- Gomo Group Ltd 

### $ Affiliated Payable- Gomo Support 

### $ Taxes Payable and Deferred Taxes 

### $ Total Cosh Provided By(Used in) Operations 

### $ 521,731 Investment Activities Fixed Assets Purchased 

### $ (71,321) Fixed Assets Disposed 

### $ Sole of Fixed assets 

### $ Dividends Distributed 

### $ Total Cosh Used in Investment Activities 

### $ (71,321) Financing ActivitiesRepayment of Loons 

### $ (9,098) Proceeds from Corridor Loon 

### $ 55,441 Net Change in Select Charter Funds 

### $ Net Proceeds from Director Loons 

### $ Total Cosh Provided by Financing Activities 

### $ 46,343 Change in Cash Position 

### $ 264,465 Beginning Cash 

### $ 12,383 Ending Cash 

### $ 276,848Gama Charters Inc Profit and Loss Forthe Month of 12/31/2010 

## Oncluclit&;cl '':', Revenue Charter 

### $ 1,089,882.70 Crew Services & Training 

### $ 1,276,334.37 GCI Service Agreements 

### $ 103,708.25 Net Revenue 

### $ 2,469,925.32
Direct Costs
Aircraft Costs 

### $ 1,044,672.05 Maintenance Administration 

### $ 22,129.63 Coordination Charges 

### $ 14,154.53 Direct Crew Costs 

### $ 1,308,106.94 Operation Costs 

### $ 10,322.50 Other GCI Service Agreement Exp's 

### $ 48,240.00 Total Direct Costs 

### $ 2,447,625.65 Gross Profit 

### $ 22,299.67 Indirect Expenses Total Salary and Fringes 

### $ 25,629.64 Marketing 

### $ 267.06 Property Costs 

### $ 64.98 Dues & Subscriptions 

### $ 2,133.39 Insurances Expense 

### $ 2,620.14 Telecom Cost 

### $ 3,219.63 IT Systems Exp 

### $ 1'150.00 Meetings,Travel & Entertainment Expense 

### $ 6,249.22 Legal & Accounting 

### $ (334.37) Office Supplies 

### $ 2,765.71 Other Expense 

### $ 275.97 Total Indirect Expense 

### $ 44,041.37 EBITDA 

### $ (21 ,741.70) Depreciation Expense Depreciation Expense 9100 

### $ 82.81 Interest Expense Interest Expense 9000 

### $ Interest Income Interest Income 9005 

### $ Other lncome(Expense) Other lncome(Expense) 9200 

### $ Profit(Loss) Before Taxes 

### $ (21,824.51) Corp Income Taxes Federal Income Taxes 9500 

### $ State Income Taxes 9600 

### $ 618.00 Net Profit(Loss) 

### $ {22,442.51)

### Gama

# ;elulrters Inc 

# indli..bss· ·

yUDPerio;

Revenue Charter Crew Services & Training GCI Service Agreements Net Revenue
Direct Costs Aircraft Costs Maintenance Administration Coordination Charges Direct Crew Costs Operation Costs Other GCI Service Agreement Exp's Total Direct Costs Gross Profit Indirect Expenses Total Salary and Fringes Marketing Property Costs Dues & Subscriptions Insurances Expense Telecom Cost IT Systems Exp Meetings,Travel & Entertainment Expense Legal & Accounting Office Supplies Other Expense Total Indirect Expense EBITDA Depreciation Expense Interest Expense Interest Income Other lncome(Expense) Profit(Loss) Before Taxes Corp Income Taxes
Net Profit(Loss) Depreciation Expense 9100 Interest Expense 9000 Interest Income 9005 Other lncome(Expense) 9200

Federal Income Taxes 9500 State Income Taxes 9600 

### $ 14,838,556.94 

### $ 5,727,644.13 

### $ 1,245,574.28 

### $ 21,811,775.35



### $ 14,253,915.84 

### $ 219,095.21 

### $ 160,007.61 

### $ 5,978,178.64 

### $ 109,399.74 

### $ 560,100.00 

### $ 21,280,697.04 

### $ 531,078.31 

### $ 294,182.18 

### $ 5,266.05 

### $ 129.96 

### $ 7,715.89 

### $ 23,089.70 

### $ 16,196.52 

### $ 33,529.54 

### $ 50,548.19 

### $ 85,213.94 

### $ 21,703.21 

### $ 1,710.39 

### $ 539,285.57 

### $ (8,207.26) 

### $ 997.68 

### $ $ $ $ (9,204.94) 

### $ $ 5,618.00 

### $ (14,822.94)Gama Charters Inc. Statement of Sources and Applications of Cash 12/31/2010

## !un~,~4!!~<il!'**>i~l** Net Profit(Loss) AfterTax 

### $ (14,823) Non Cash Items Loss(Gain) on Disposal of Assets 

### $ Amortization 

### $ Depreciation 

### $ (6,875) Total Non Cash Activities 

### $ (6,875) Total Cash Provided By(Used in) Operations 

### $ (21,698) Operations: Trade and Sundry Receivable 

### $ Accrued Receivables 

### $ 100,000 Unbilled Management Receivables 

### $ Affliated Rec.- Gama Leasing 

### $ Affliate Receiviable-Gama Charters Inc 

### $ Affliate Receiviable-Gama Charters LTd 

### $ Inventories 

### $ Prepaids & Deferred Charges 

### $ (92,943) Trade and Sundry Payables 

### $ FET Taxes Payable 

### $ Accrued Liabilities 

### $ (2,429) Customer Dep. & Deferred Inc. 

### $ Affiliated Pay Oper Loan-Gama UK 

### $ Affiliated Payable- GamaUK 

### $ Affiliated Payable- Gama Aviation 

### $ (28,669) Affiliated Payable- Gama Group Ltd 

### $ Affiliated Payable- Gama Support 

### $ Taxes Payable and Deferred Taxes 

### $ Total Cash Provided By(Used in) Operations 

### $ (24,041) Investment Activities Fixed Assets Purchased 

### $ 7,873 Fixed Assets Disposed 

### $ Sale of Fixed assets 

### $ Dividends Distributed 

### $ Total Cash Used in Investment Activities 

### $ 7,873 Financing ActivitiesRepayment of Loans 

### $ Proceeds from Vehicle Loan 

### $ Net Change in Select Charter Funds 

### $ Net Proceeds from Director Loans 

### $ Total Cash Provided by Financing Activities 

### $ Change in Cash Position 

### $ (37,867) Beginning Cash 

### $ 50,250 Ending Cash 

### $ 12,38310/16/2012

Revenue Charter Revenue Incidentals Contract Revenue Management Fees Fuel Sales Maintenance Hangar/Storage Consulting/Brokerag Crew Service Reven Mgmnt Services Rev Other Total Revenue Direct Costs Aircraft Rental Aircraft Operations Maintenance Fuel Incidentals Crew Costs Hangar Costs Other Direct Mise/Recovery Total Direct Indirect Costs Charter Sales Brokerage Sales Flight Operations Maint. Admin. Aircraft Management Accounting/Deprec. Total Indirect Total Costs % Gross Profit % General/Admin. Executive Management Service Marketing/Advertisin Legal/Finance Airports Admin Interest Expense Amortization Other Total Gen'I./Admi Total Pretax % 

### ' I



## ' I

1 Coml>ined·•••-;:& Total .. 177,916

-

-

-

-

-

-

- 2,529,448

250,550

- 2,957,914

-

-

-

-

- 2,300,055

-

-

- 2,300,055

-

- 298,117

35,180

- 319 627 652 924 2,952,979 99.8% 4,935 0.2%

-

-

-

-



## -

-

-

-

- 4,935 0.2% li•dt. :

.. Sheet**•v"·'~'u'"''·Pedod** Ended

......**~al)la~** Charters 177,916

2,529,448

250,550 2,957,914

2,300,055

2,300,055

298,117

35,180 319 627 652,924 2,952,979 99.8% 4,935 0.2%

-

-

-

-

-

-

-

-

- 4,935 0.2% <I:·· .· ....10/16/2012

Net Profit After Tax Non Cash Items Fixed Assets Transferred- Net Depreciation Amortization Total Non-Cash Activities Total Cash Provided From Operations Operations Accounts Receivable Inventories Prepaids 

### & Deferred Charges Trade Payables 

### &Accrued Liabilities Affliated Co_ Payable Parent Co_ Payable Income Taxes Payable Total Cash Used in Operations InvestmentActivities Fixed Assets Purchased Fixed Assets Transferred - Net Total Cash Used in InvestmentActivities Financing Activities Principal Payments on Debt Proceeds from New Debt Total Cash Provided by Financing Activities Change in Cash Position Beginning Cash Ending Cash 

# ---**"-"~~·---·-----""~---------=~~---~~~~-~---~---** 

# -----..**---···-·----~-~~-**

Source (Use)



## - 1,002



## -

(1 00,000)

- (23,242) 500 39,161



## -

-
(1,779)



## - 14,935

1,002 15,937

(83,581)

(1,779)

(69,423) 119,673

50,250

# EXHIBIT GAMA-500

### NARRATIVE HISTORY OF GAMA CHARTERS INC.

Gama Charters was established in 1983 as Flight Services Group, Inc. ("FSG"). From its inception and continuingto the present, the companyhas provided aircraftmanagement services, including maintenance, flight operations and insurance, to individual and corporate owners of aircraft. Currently, Gamamanages 32 aircraft, ranging from Citations to Gulfstream G-V and Global Express aircraft. As the costs relatedto the upkeep and operation ofaircraft are substantial, many ofthe aircraft owners who have retained Gamafor aircraft management services also have entered into lease agreements with Gamamaking their aircraft available for on-demand air charters. Gama conducts these on-demand charter services from its base in Stratford, Connecticutpursuantto a Part 135 air operating certificate. Although mostcustomer aircraft are based in Stratford, others operate from variouspoints throughout the U.S. The companyhas 42 employees, the majority being flight crewmembers. In 2009, FSGchanged its name to Gama Charters Inc. in furtherance ofa franchising/ branding agreement entered into with Gama Group Inc. ("Gama Group"). Gama Group is a wholly-owned subsidiary ofGamaHoldings Ltd., a U.K. company owned and controlledby a EuropeanUnionnational. The franchising/branding agreementhas been specificallytailored to comply with Annex 5 ofthe U.S.-E.U. AirTransport Agreement, whichpermits "close business relationships and cooperative arrangements betweenthe airlines ofeach Party." Gamahas worldwide operating authority pursuantto its FAA-issued Part 135 operations specifications. It

### has received numerous industry awards for the quality ofits services and the safety ofits operations, including the FAA Certificate ofExcellence DiamondAward. Gama is ISO 9000-certified and holds the highestranking from numerous industry rating organizations, including the following: ARGIUS PlatinumRated, BlackBirdApproved, Wyvem Recommended. Based onits excellentreputation inthe industry, Gama was approached bythe owner ofa BBJto manage and operate the aircraft for third-party charters. Upon approval ofits request for the necessary certificate authority, Gamaintends to operatethe BBJfor passenger charters between domestic points and to destinations overseas.

# EXHIBIT GAMA-600

# 0 US.Deportment ofTransportation 

### FederalAviation Admluishaliuo'l 

# Air Carrier Certificate This certifies that GAMA. CBAR.TERS INC. 700 GREAT MEADOW ROAD 

### SIKORSKY MEMORIAL AIRPORT STRATFORD, CONNECTICUT 06615 

### has met the requirements ofthe Federal Aviation Actof 1958, as amended, and the rules, regulations, and standards prescribed thereunder for the issuance of.this certificate and is hereby authorized to operate as an air carrier and conduct common carriage operations in accordance with said Act and the rules, regulations, and standards prescribed thereunder and the terms, "conditions, and limitations contained in the approved operations specifications. This certificate is not·transferable and, unless sooner surrendered, suspended, or revoked, shall continue in effect indefinitely.

Certificate number: OZGA970I 

### Effective date: MARCH 

### 3, 1 999 REISSUED: 

### APRIL 24, 2009 Issued at._EA_ 6

_3

______ _ 

### By Direction of the Administrator.

(Signature) ACTING l<IANAGER. 

### (Title) 

### EASTERN REGION, FSDO 63 (Region/Office) 

# q;z 1.**--'-~**"-'..=:JI)_· J1.-t.-.-__·**.:._::..-=.•..c==---~** certify that this documentis a certified, true andcorrectcopy ofthe original document. (Signature, NotaryPublic)

, I Dated: 

## 51**d~-** 

### I

## oct FAA Form 8430-18 (6-87)**II'~ j~)D** **EOS'-JJi~**

.**.JW!i:PT.&..~Y** PUBJ:,Jlf/5'**l\!l';tC~T.fu~ S'(ll,.~i=OO-** **~ ~-12** 

## j 

# i 

# EXHIBIT GAMA-700**-'-·~~"'""'"''"'--~** <'""'"-"""",**·~"~'-""'""'"**

N920DS BBJ Projection Month 1 2 3 4 5 6 7 8 9 10 11 12 Annual Estimated Charter Flight Hours 33 33 33 33 33 33 33 33 33 33 33 33 400 Revenue Management Fees $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 120,000.00 Charter Revenues $ 500,000.00 $ 500,000.00 $ 500,000.00 $ 500,000.00 $ 500,000.00 $ 500,000.00 $ 500,000.00 $ 500,000.00 $ 500,000.00 $ 500,000.00 $ 500,000.00 $ 500,000.00 $ 6,000,000.00 Gama Charter Commissions $ 40,000.00 $ 40,000.00 $ 40,000.00 $ 40,000.00 $ 40,000.00 $ 40,000.00 $ 40,000.00 $ 40,000.00 $ 40,000.00 $ 40,000.00 $ 40,000.00 $ 40,000.00 $ 480,000.00 Total Revenue $ 550,000.00 $ 550,000.00 $ 550,000.00 $ 550,000.00 $ 550,000.00 $ 550,000.00 $ 550,000.00 $ 550,000.00 $ 550,000.00 $ 550,000.00 $ 550,000.00 $ 550,000.00 $ 6,600,000.00 Expenses Start up costs $ 75,000.00 $ $ $ $ $ $ $ $ $ $ $ $ 75,000.00 Lease Expense $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 5,520,000.00 Total Expenses $ 535,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 460,000.00 $ 5,595,000.00 Gama ProfitI Loss $ 15,000.00 $ 90,000.00 $ 90,000.00 $ 90,000.00 $ 90,000.00 $ 90,000.00 $ 90,000.00 $ 90,000.00 $ 90,000.00 $ 90,000.00 $ 90,000.00 $ 90,000.00 $ 1,005,000.00 Operating Expense Fund (Supplied by Aircraft Ownerto Gama for misc. expenses) $ 225,000.00

# EXHIBIT GAMA-701

### GAMA CHARTERS BBJ OPERATIONS- PROJECTED START-UP COSTS

Maintenance conformity Maintenance Training Pilot Training Administration expenses Total Pre Operating and Startup Costs 

### $20,000 10,000 35,000 10000 $75,000