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BEFORE THE

TC "Pleading" \f C \l "1" BEFORE THE

U.S. DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

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APPLICATION OF FLIGHT ONE AIRLINE USA

FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

Communications with respect to this document should be sent to:

Amare Teferi Mandefro

700 East Ocean Blvd. #2006

Long Beach, CA 90802

Tel: (562) 453-5514

Fax: (562) 590-8202

Email: [email protected]

FLIGHT ONE AIRLINE USA, A DIVISION OF LASER ARCHIVES INC., A NEVADA USA CORPORATION; REQUESTS THAT ITS APPLICATION BE PROCESSED BY NON-HEARING EXPEDITED PROCEDURES UNDER SUBPART Q OF THE DEPARTMENT OF TRANSPORTATION’S PROCEDURAL REGULATIONS.

TC "Pleading" \f C \l "1" BEFORE THE

U.S. DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

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)

) Docket No.

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APPLICATION OF FLIGHT ONE AIRLINE USA

FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

Flight One Airline USA a division of Laser Archives, Inc. (the “Applicant”) respectfully submits this application to the Department of Transportation (the “Department”) for a Certificate of Public Convenience and Necessity authorizing foreign scheduled air transportation of persons, property and mail pursuant to Section 41102 of Title 49 of the United States Code (the “Statute”). Applicant respectfully requests that this application be processed on a non-hearing expedited basis under Part 302, Subpart Q of the Department’s procedural regulations.

Information in support of Applicant’s fitness to operate has been included with this application and is incorporated by reference here. All references in this Application to Exhibits I through IX refer to the exhibits of the application for foreign scheduled authority. References to the pertinent sections of Parts 201 and 204 of the Department’s Economic Regulations are also provided:

1. The Applicant

Part 204.3(a)

Flight One Airline USA a division of Laser Archives, Inc.

A Nevada USA Corporation

2211 Paradise Road

Las Vegas, Nevada 89104-254

Phone: (562) 453-5514

Fax: (562) 590-8202

2. Form of Organization

Part 204.3(b), (c) and (d)

Applicant is a corporation duly organized on August 13, 2001 under the laws of the State of Nevada. A current statement from the Office of the Nevada Secretary of State certifying that Applicant is a corporation in good standing is set forth in Exhibit 1.

3. Citizenship

Part 204.3(e)

Applicant is a citizen of the United States as defined in 49 U.S.C. §40102(a)(15). An Affidavit of Citizenship for Applicant is set forth in Exhibit II. All of Applicant’s major division vice presidents are citizens of the United States.

4. Authority Requested

Part 201.4(d)

Applicant is applying for authority to provide foreign scheduled air transportation of persons, property and mail.

5. Key Personnel

Part 204.3(f)

The resumes of Applicant’s key personnel are set forth in Exhibit III. All such persons are U.S. citizens.

6. Persons with a Substantial Interest in Applicant.

Part 204.3(g)

None other than applicant.

7. Subsidiaries of Applicant.

Part 204.3(h)

Applicant has no subsidiaries.

8. Other Intercorporate Relationships.

Part 204.3(i)

Applicant does not own any stock in, or have any control of any air carrier, foreign air carrier, common carrier, or person substantially engaged in the business of aeronautics.

9. Information Relating to Relevant Corporations.

Part 204.3(j)

Applicant is a recently-formed company with private ownership and has not yet commenced operations. Therefore, Applicant has not been required to file 10K Annuals Reports or 10Q Quarterly Reports with the Securities and Exchange Commission.

10. Applicant’s Financial Condition and Results of Operations.

Part 204.3(k)

Applicant has no historical financial records, which contains Balance Sheet and Income Statements for Applicant that includes the information requested by Part 204.3(k).

11. Actions and Outstanding Judgments.

Part 204.3(l) and (m)

There are no known actions or outstanding judgments, in any amount, against Applicant. Applicant has never been involved as a plaintiff or defendant in any legal action for the past ten years.

12. Aircraft.

Part 204.3(n)

Applicant intends to commence service with one MD-11 aircraft configured for 360 passengers. Additional information is contained in the narrative discussion as set forth in Exhibit V. An Affidavit of Aircraft Safety Compliance will be submitted once Applicant has acquired the appropriate aircraft (on a fully allocated wet lease basis) from an existing and active Unites States Certified Air Carrier meeting all the requirement of DOT and FAA and/or other government or agencies as necessary.

13. Department and FAA Investigations, Actions and Complaints.

Part 204.3(o)

There are no pending Department or Federal Aviation Administration (“FAA”) investigations, enforcement actions or formal complaints involving Applicant or any relevant corporation, any personnel employed (or to be employed) by any relevant corporation, or any person having substantial interest in any relevant corporation regarding compliance with the Federal Aviation Act of 1958, as amended (the “Act”) or orders, rules, regulations or requirements issued pursuant to the Act.

14. Other Charges.

Part 204.3(p)

No known charges of unfair, deceptive or anticompetitive business practices, fraud, felony or antitrust violations have ever been brought against Applicant, any of its key personnel, or any persons having a substantial interest in any relevant corporation, or a member of the key personnel employed or to be employed by Applicant in the past 10 years.

15. Aircraft Accidents or Incidents.

Part 204.3(q)

There are no known aircraft accidents or incidents (as defined in the National Transportation Safety Board Regulations, 49 C.F.R. 830.2) experienced by Applicant, any of its key personnel, any relevant corporation or any persons having a substantial interest in Applicant that occurred in the year preceding this application or which occurred earlier and remain under investigation by the FAA or the NTSB, or Applicant.

16. History of Applicant.

Part 204.3(r)

A narrative description of Applicant’s history including proposed service, management structure, and plan of operations is provided in Exhibit V attached hereto.

17. Operating Authority Held.

Part 204.3(s)

Applicant does not presently hold any Federal, state or foreign operating authority. Applicant is not presently conducting any transportation operations.

18. Initial Operating Plan.

Part 204.3(t)

A description of service to be operated by Applicant if the application is granted is described in Exhibit IV, Schedule A to Schedule N and Exhibit V.

Applicant’s forecast balance sheet as of the end of its fist normalized year of operating its initial scheduled pattern, prepared in accordance with Part 204.3(t)(1), is set forth in Exhibit IV, Schedule N.

Applicant’s forecast income statement for its first normalized year of operating its initial schedule pattern, prepared in accordance with Part 204.3(t)(2), is set forth in Exhibit IV, Schedule B.

Applicant is a lessee of an aircraft on a fully allocated per block hour basis that covers all contractual cost undertakings of Flight One Airline USA (except those of marketing and general and administration cost.)

Exhibit IV, Schedule C and D, is the financial position for the three-month and analyzed revenue analysis for Applicant with the concept of support economy principle.

Lessor of aircraft is an active and current certified United States operating air carrier that has passed the three month zero revenue test.

Lessee will and should therefore not be subjected to this requirement.

19. Warsaw Liability Waiver.

Part 204.3(u)

A signed counterpart of Agreement 18900 on OST Form 4523 is set forth in Exhibit VI. An original and three copies of the OST Form 4523 will be filled with the Documentary Services Division of the Department at the time of filing out this application with the wet lease A/C providers.

20. Certification.

Part 204.3(v)

The required officer’s certification will appear immediately commencing the grant of certification.

WHEREFORE, on the basis of the foregoing information and the certification thereof by the company’s President/CEO Flight One Airline, a division of Laser Archives Inc. A Nevada USA Corporation, by counsel, respectfully requests that the Department take expeditious action to find it fit so it may begin service on or about June 15, 2004 and grant this application for authority to engage in foreign scheduled air transportation of persons, property and mail, and grant any such other relief as it may find to be in the public interest.

TC "Exhibit IX: Certification 204.3(v)" \f C \l "1" EXHIBIT IX

CERTIFICATION 204.3(v)

Pursuant to Title 18 United States Code, Section 1001, I, Amare Teferi Mandefro, in my individual as the Applicant certify the accuracy of the information contained in this application and further state that I have not in any manner knowingly and willfully falsified, concealed or covered up any material fact or made any false, fictitious or fraudulent statement or knowingly used any documents which contain such statements in connection with the preparation, filing or prosecution of the application. I understand that an individual who is found to have violated the provisions of 18 U.S.C. Section 1001 shall be fined not more than $10,000 or imprisoned not more than five years, or both.

TC "Table of Contents" \f C \l "1" FLIGHT ONE AIRLINE USA

TABLE OF CONTENTS

1Pleading

8Exhibit IX: Certification 204.3(v)

9Table of Contents

10Index of Exhibits

11Exhibit I: Certificate of Existence with Status in Good Standing

12Exhibit II: Applicant's Affidavit of Citizenship

13Exhibit VI: Warsaw Liability Waiver: Part 204.3(u)

14Exhibit III: Index of Key Personnel

15Flight One Airline USA: Organizational Chart

19Flight One Airline USA: Key Personnel

75Exhibit IV: Financial Position and Operating Plan

78Schedule A: Flight One Airline USA: Flight Schedule

79Schedule B: Forecast Income Statement 1st 12 Months

80Schedule C (Cash Surplus): Projected Income Statement 1st Quarter of Operation

81Schedule D (Cash Surplus): Forecast Income Statement 1st 12 Months

82Schedule E: Pre-Operating Cost Assumptions prior to Service Initiation

84Schedule F: Pre-Operating Cost Assumptions 1st Year

86Schedule G: 1st Year Flight Operation Summary of Statistics & Income Statement

87Schedule H: Revenue Forecast

89Schedule I: Revenue Assumptions 1st Weekly Scheduled Flight

90Schedule J: Revenue Assumptions 2nd Weekly Schedule Flight

91Schedule K: Revenue Assumptions 3rd Weekly Schedule Flight

92Schedule L: Expense Assumptions

93Schedule M: Expense Assumptions by Category

94Schedule N: Projected Balance Sheet as of the end of the 1st 12 Months

95Exhibit V: Narrative History/Plan of Operations

102Addendum I: Digital Flight Operation

105Addendum II: Background - The Basis

112Addendum III: Summary and Conclusion

114Exhibit VII: Route Map Schedule: 1st & 3rd Weekly Schedule Flights

115Exhibit VIII: Route Map Schedule: 2nd Weekly Scheduled Flights

TC "Index of Exhibits" \f C \l "1" INDEX OF EXHIBITS

Pages

Exhibit I

11

Certificate of Existence with Status in Good Standing

Exhibit II

12

Applicant's Affidavit of Citizenship

Exhibit III

14

Index of Key Personnel

Exhibit IV

75

Financial Position and Operating Plan

Exhibit V

95

Narrative History Applicant plan of operation

Exhibit VI

13

Warsaw Liability Waiver: Part 204.3(U)

Exhibit VII

114

Route Map Schedule: 1st & 3rd Weekly Scheduled Flights

Exhibit VIII

115

Route Map Schedule: 2nd Weekly Scheduled Flights

Exhibit IX

8

Certification 204.3(v)

TC "Exhibit I: Certificate of Existence with Status in Good Standing" \f C \l "1" TC "Exhibit II: Applicant's Affidavit of Citizenship" \f C \l "1" EXHIBIT II

APPLICANT’S AFFIDAVIT OF CITIZENSHIP

STATE OF:

CALIFORNIA

COUNTY OF:

LOS ANGELES

Amare Teferi being first duly sworn, deposes and says:

1. That he is duly elected, qualified, and serving as President/CEO of Flight One Airline USA, a division of LaserArchives, a Nevada USA corporation and that he is authorized to and does make this affidavit for it.

2. That Amare Teferi is a citizen of the United States within the meaning of 49 U.S.C. 40102(a)(15).

TC "Exhibit VI: Warsaw Liability Waiver: Part 204.3(u)" \f C \l "1"

EXHIBIT III

TC "Exhibit III: Index of Key Personnel" \f C \l "1" FLIGHT ONE AIRLINE USA

KEY PERSONNEL

NAME

POSITION

DEPARTMENT

PAGE

CODE

NUMBER

1

AMARE TEFERI

PRESIDENT/CEO

P001

19

2

PAUL ANTHONY MEYER

VP DIGITAL FLIGHT

OPERATION

P002

24

3

MICHAEL AMSPAUGH

DIRECTOR SYSTEM

CONTROL

P003

29

4

MATT V. SAIKKONEN

DIRECTOR

COMMUNICATION

C004

34

5

STEPHEN CHARLES LEPISTO

VP MARKETING

M004

45

6

GEBRETSADIK WOLDEYESUS

VP ADMINISTRATION

A004

48

7

JOEL F. TAMRAZ

VP LEGAL AFFAIRS

L004

52

8

JAMES LEONARD BROWN

VP LEGAL AFFAIRS

L005

55

9

LOC NGUYEN

DIR. TECHNICAL

OPERATION

C005

59

10

PAUL VALLADARES

DIR. WEB

OPERATION

W005

65

11

GARY OSTERBERG

VP FINANCE

F0041

69

12

GREGORY J. DOMENO

ASSOC. TECHNICAL SERVICES

T004

71

TC "Flight One Airline USA: Organizational Chart" \f C \l "1"

TC "Flight One Airline USA: Key Personnel" \f C \l "1" EXHIBIT III

P001

PRESIDENT/CEO

Flight One Airline USA

Job Description

Job Title:

 

PRESIDENT/CEO

AMARE TEFERI

 

 

SUMMARYResponsible for establishing and executing major goals and objectives for Flight One airline USA. Provides leadership, direction and guidance of all activities on the company’s route system network. Analyzes and evaluates the effectiveness of all its schedules and operations. Develops and maintains organizational structure and effective personnel. Coordinates major activities through subordinates and appraises assigned personnel. Represents Flight One Airline USA to regulatory agencies, trade associations, airlines, tourism ministries, banks, and aeronautical authorities of varied countries.

ESSENTIAL FUNCTIONS AND BASIC DUTIES

1. Assumes responsibility for the development and implementation of effective strategic plans.

· Directs and oversees short-run and long –run strategic planning. Sets overall objectives for all areas of the Flight One Airline USA.

· Develops and implements operational plans, policies, and goals that further strategic objectives.

· Continually monitors the general economic environment and anticipated trends. Updates policies and procedures so they are commensurate with the economic conditions.

· Oversees the development of appropriate marketing strategies.

2. Assumes responsibility for establishing and maintaining effective financial policies.

3. Maintains full awareness of the complete financial, statistical, and accounting records of flight One Airline USA.

4. Continually monitors aircraft availability in the market for wet lease that has the optimum cash saving devices in the industry.

5. Assumes responsibility for maintaining effective communication and coordination with area personnel and outside organizations.

6. Assumes responsibility for ensuring that professional business relations are established and maintained with the traveling public.

7. Assumes responsibility for related duties as required.

EXHIBIT III

P001

President/CEO

AMARE TEFERI

700 EAST OCEAN BL #2006

LONG BEACH CA 90802

562 453 5514

RESUME

Citizenship:

United States

Employment:

1964 – 1981

Ethiopian Airlines

Management Trainee, Sr. Staff Assistant/Supervisor Air to Ground and Ground to Ground Communication/Market Analysis and Forecasting Planning and International Affairs, Manager Route Development and Sales Manager West coast USA, Canada and Mexico.

Business Owner of:

1960 – 1982

Import/Export, Farms, University Bookshops Ethiopia

1980 – 1985 Addis Ababa Restaurant Hollywood

1985 – 1989

Ethiopian Cuisine Hollywood

1989 – To date

Travel Consultant, Pacific/Aquarius Travel

Education

1960/61 – 1964

Haile Selassie University B.A

1965 – 1972 Supervisory Training Certificate (Ethiopian Airlines Sponsored)

Stanford University Business Management and Organization Certificate (Ethiopian Airlines Sponsored)

Sr. Executive Management Development Training Haile Selassie I University Certificate (Ethiopian Airlines Sponsored)

ELAL Training on Market Research, Space Control, Forecasting and Long Range Planning. Tel Aviv Israel (Ethiopian Airline Sponsored)

Experiences

Authored and implemented the Communication Manual for Ethiopian Airlines for/of use to flight operations, technical services, flight control, reservation, finance, the civil aviation, sales, station and administration of Ethiopian Airlines. Worked closely with SITA (Society International De Telecommunication Aeronautics) ICAO and the Imperial Board of Telecommunications

Authored and implemented twenty one International Air Routes Studies in Africa, Europe, The Middle East and Asia -and six major air routes for domestic services in Ethiopia. All culminated to form the present route system network of Ethiopian Airlines. This brought the gross revenue of Ethiopian Airlines from about 33 million Ethiopian dollars to over 1.5 billion Ethiopian dollars per annum in just over a decade and half. Ethiopian Airlines is one of the few airlines in the world that posts profit in spite of the political, social and economic problems of the world.

Major routes opened included Paris, Rome, London, Dubai, Bahrain, Riyadh, Jeddah, Sana’a, Bombay, Shanghai, Peking, Kigali, Bujumbura, Kilimanjaro, Blantyre, Luanda, Kinshasa, Douala, Abidjan, Dakar etc

Authored and implemented Ethiopian Airlines first basic premises/ assumptions and operating plan with five year projection.

Established the domestic, regional, continental and intercontinental, -short and long term schedules and the equipment utilization of Ethiopian Airlines.

Prepared numerous position papers for air bilateral negotiations, Participated and conducted marketing of a/c lease, designed pool agreements with varied airlines for Ethiopian Airlines.

Initiated, Authored and helped the establishment of the Association of African Airlines

Established the domestic and international fares of Ethiopian Airlines meeting the demand of the complicated demands of the people and the government.

Initiated, Authored the Association of African Tourism Ministries. (While the Association of African Airline is now a full fledged part of African Union and UN, I have immediate plan to establish the Association of African Tourism with Flight One Airline)

Authored the Prepared the draft plan for the establishment of HCDA (horticultural development agency of Ethiopia) which directly reported to the President of Ethiopia. I was the Secretary General in which four Major Government Ministries and varied development Agencies were involved

Initiated Authored and established the formation of an all cargo service for Ethiopian Airlines

Initiated Authored and established the formation of Real Estate Acquisition program for Ethiopian Airlines

Initiated Authored and established the creation of Space Control and yield management department of Ethiopian Airlines

Initiated Authored Established and designed the establishment sales plan and promotions for Ethiopian Airlines including cooperative shared and non shared cost marketing which made unprofitable routed of Africa, Middle East and Asia profitable.

Trained the Chief marketing staff of East African Airways on how to design and make unprofitable routes profitable. He in turn trained his staff.

Opened The Peoples Republic of China to the Air traveling public of the world. (My personal initiative got Ethiopian Airlines Air transport World Award of the year).

On special assignments, -have established in the formation of AFCAC (African Civil Aviation Commission) under the sponsorship of the UN Economic Commission for Africa.

During the period of 1980’s have continually assisted the establishment of many travel agencies such as Collier Travels, Uniworld Travel, Mediterranean Express, Atlas Travel Group, Sunbeam Travels etc...All in Los Angeles as my establishment was the center of Ethnic traffic source.

EXHIBIT III

P002

VICE PRESIDENT

DIGITAL FLIGHT OPERATION

PAUL ANTHONY MEYER

700 EAST OCEAN BLVD. #1206

LONG BEACH CA 90802

Flight One Airline USA

Job Description

Job Title:

 

VICE PRESIDENT DIGITAL FLIGHT OPERATION

Department:

 

FLIGHT OPERATION

Reports To:

 

PRESIDENT/CEO

SUMMARYPerforms the duty of flight operations of Flight One Airline by directly coordinating the activities of Aircraft Lessor in the performance of the given scheduled operation per agreement.

Ensures that Aircraft Lessor abides by all the laws, codes, regulations of the US Federal, State County and its appropriate Agencies and that of the aeronautical authorities of Foreign Governments where Flight One serves per agreed schedule

Ensures the performance of on time flight operation by Aircraft Lessor.

Administers all the functions of information technology, network administrator, imaging systems administrator, information technology auditor and web master for effective digitally controlled flight operations.

ESSENTIAL DUTIES AND RESPONSIBILITIES

Flight One Airline is a digitally managed airline system. All aspect of its operation will be digitally recorded and imaged as required. Copies of all activities will be availed to all concerned governmental authorities for security or other reasons.

1. Liaisons with the flight control division of Aircraft Lessor

2. Liaisons with the cockpit and cabin crew scheduling department of Aircraft Lessor. Secures advance schedules of crewmembers.

3. Liaisons with Aircraft Lessor flight control department on the use of appropriate communication and navigational aids to be used while performing the schedule of Flight One Airline.

4. Establish a checklist of responsibilities of Aircraft Lessor and procedures to be followed in coordinating and establishing and performing a completed staff work.

5. Ensure that the established digital communication is utilized to perform such performance.

6. Liaisons with the Maintenance, Safety, Inspection, Production and Quality Control department of Aircraft Lessor and that the appropriate rules, regulations are followed for safe and smooth operation of Flight One Airline’ scheduled services.

7. Ensures that Flight One will have the appropriate arrangement with outside maintenance specialists to directly/indirectly oversee that Aircraft Lessor performs its duties and responsibilities per master agreement.

8. Liaisons with the customer service of Aircraft Lessor that crews follow the rules and regulations of Flight One Airlines in and out the aircraft at all time at all Flight One Airlines served destinations per master agreement.

9. Liaisons with Leasor of Aircraft that all airport and ground handlings (passenger, freight and mail etc…) are performed in an efficient and smooth manner in keeping with the requirement and image of Flight One Airline over all its served destinations.

10. Ensures that Flight One will have the appropriate arrangement with outside specialists to directly/indirectly oversee that Aircraft Lessor carries out its duties per agreement.

11. Ensures that Flight One Airlines will not be involved in the piloting or any part of the operation of Leased Aircraft or its other duties outside the master agreement.

12. Communicates and coordinates with all departments as appropriate per MP and P Manual (Management Police and Procedures Manual) of Flight One Airline USA.

EXHIBIT III

P002

VICE PRESIDENT

DIGITAL FLIGHT OPERATION

PAUL ANTHONY MEYER

RESUME

700 East Ocean Boulevard #1206

Home: 562-435-8701

Long Beach, CA 90802

Mobile: 562-234-3260

OBJECTIVE

Airline Management

CERTIFICATES AND RATINGST-38 Check Airman, Instructor Pilot, Functional Check Pilot

Airline Transport Pilot, Airplane Multiengine Land

B747-400/B-757/B-767 Type Rating

Flight Time

B757/B767… 600

Total Time….5700

Pilot-in-Command….2200T-38.…….….2450

B747-400…... 965

Instructor…………...1600

B737-200…...1244

DC-10……… 236

Work History

T-38 Pilot

1989 - Present

Air Force Flight Test Center T-38 Senior Examiner; T-38 Instructor Pilot; T-38 Evaluator Pilot; Functional Check Pilot; Commander Aircrew Operations: USAF Test Pilot School, Edwards AFB, CA. Nov 96 – Present; USAF Reserve: Provides instruction of advanced Flight Test Techniques in the T-38 to USAF, USN, USMC and Allied Forces test pilot students. Performs incentive flights for pilots and civilians with greatly varying flight experience, including maneuvers such as acrobatics, low level, supersonic runs and weapons delivery. Performs Functional Check Flight missions-recertifying aircraft that have undergone major maintenance overhauls/repairs as air-worthy.

Nov 92 – Nov 96; Active Duty: Additional responsibilities while on active duty included; Provided check airman evaluations to personnel assigned to fly the T-38 at Edwards AFB. Directed the operations, scheduling, and training for the United States Air Force Test Pilot School (TPS) supervising ten officers, enlisted, and civilian personnel executing a $17 million annual flying budget.

T-38 Instructor Pilot; Check Airman; Unit Standardization Officer: 82FTW/99FTS Williams AFB, AZ. Dec 1989- Nov 1992. Provided an aviation quality control function examining pilot competence and flight skills for both their initial qualification and periodic reevaluation. Conducted aerobatics, traffic patterns/landings, formation, instrument, low-level navigation, and emergency procedures instruction.

Airline Transport Pilot

1996 - Present

United Airlines B737, DC-10, B747, B757, B767 Flight Officer. Completed over 2400 hours of domestic and international incident free commercial transport flying all over the world. Routinely encountered/avoided flight conditions of thunderstorms, snow, ice, typhoons, and CAT III approaches consistently hubbing out of large metropolitan airports such as ORD, DIA, LAX, SFO, NRT, and HKG.

Education

University of Redlands, Redlands, California, Master of Business Administration 1995

United States Air Force Academy, Colorado Springs, Colorado, Bachelor of Science 1988

FLIGHT TRAINING

B757/B767 Transition Training, United Airlines, Denver, Colorado

2002

Crew Resource Management Instructor School, Little Rock, Arkansas

2001

B747-400 Transition Training, United Airlines, Denver, Colorado

2000

DC-10 Transition Training, United Airlines, Denver, Colorado

1999

B737-200 Transition Training, United Airlines, Denver, Colorado

1996

Flight Test Engineer Short Course, National Test Pilot School, California

1994

T-38 Pilot Instructor Course, Randolph AFB, Texas, Distinguished Graduate

1989

Undergraduate Pilot Training, William AFB, AZ

1989

COMMANDER, AIRCREW OPERATIONS

1995-1997

Directed the operation, scheduling, training, and special projects for the United States Air Force Test Pilot School (TPS), Edwards AFB, CA; supervising twelve officers, enlisted, and civilian personnel executing a $17 million annual flying budget.

· Reinvented the organization by consolidating operations, creating direct accountability reducing operations errors by 50%, and saving the organization $100,000 annually in aircraft and mission support cancellation costs.

· Managed implementation of the TPS budgeting system creating weekly reports for senior leadership, detailing the organizational flying budget status, expediting budgeting decision and increasing accuracy.

· Recognized during 1996 headquarters formal inspection for using computer assisted technology to integrate daily operation—reducing the time required to determine aircraft status from 30 minutes to real time; reducing mission planning errors by 75%.

AIRLINE TRANSPORT AND MILITARY INSTRUCTOR PILOT1988-Present

Managed the qualification, supervision, and completion of numerous operational flying organizations including the completion of over 4500 hours of incident/accident free flights.

· Handpicked to be the only instructor to teach crew resource management (CRM) at TPS. This course is provides “leading edge” techniques for decision-making processes in time critical situations. The CRM is widely known as the process most instrumental in reducing future aircraft accidents.

· Safely and professionally managed a United Airlines (UAL) first ever Pacific fuel diversion to Apia, Samoa. Single handedly refueled and coordinated payment for a fully loaded B-747 aircraft without prior training in a “crew rest, time critical” refueling stop saving UAL over $2 million in direct operational losses.

· Recognized by the students pilots of two separate classes and the top instructor pilot surpassing 60 other instructors who were eligible for the award.

EDUCATION

Master of Business Administration, University of Redlands, CA, 1995

Bachelor of Science, United States Air Force Academy, Colorado Springs, CO 1988

CERTIFICATES/TRAINING

Airline Transport Pilot; B-737, DC-10, B-747, B-767, B757; 1996-2003

Mortgage Broker, California Board of Real Estate, 2003

Crew Resource Management, USAF, Littlerock AFB, AR, 2000

Acquisition Management, Wright Patterson AFB, OH., 1994

Pilot Instructor School, USAF, Randolph AFB, TX., Distinguished Graduate, 1989

Undergraduate Pilot Training, USAF, Williams AFB, AZ., 1989

EXHIBIT III

P003

SR DIRECTOR SYSTEM CONTROL

Flight One Airline USA

Job Description

MICHAEL AMSPAUGH

Job Title:

 

SR. DIRECTOR SYSTEM CONTROL

Department:

 

FLIGHT OPERATION

Reports To:

 

VICE PRESIDENT FLIGHT OPERATION

SUMMARYPerforms all the functions of information technology, network administrator, imaging systems administrator, information technology auditor, technical and web operation

Directs. Performs and controls the system communication set up of Flight One Airline

Responsible for complete set up of the real time communication system with multi faceted alternate backs.

Co chairman of the Operations Coordination Committee per MP & P Manual of Flight One Airline

ESSENTIAL DUTIES AND RESPONSIBILITIES

Flight One Airline is a digitally managed airline system. All aspect of its operational will be digitally recorded and imaged. Duplicate data system of all imaged activities will be archived and made available to all concerned governmental authorities for security reasons.

Responsible for organizing, planning, directing, and controlling all Flight One Airline USA’s electronic functions, including systems and programming, computer operations, phone operations, and related vendor relationships.

Establishes, implements, and administers divisional policies and procedures.

Acts as senior manager over all hardware, software, and equipment purchases and maintenance.

Responsible for future technological innovations and the development and implementation of the company’s IT strategic plans.

Responsible for disaster recovery planning and mitigation strategies.

Continually monitors technical and processing priorities and methods.

Trains, directs, and supervises department Vice Presidents and subordinates.

Maintains smooth operations of all company network, systems, and application.

Provides technical support to users as needed, diagnoses and resolves connectivity problems, and monitors system security, backup and virus protection.

Evaluates, recommends, and implement network software and hardware, and assists in the development of IT strategies and policies.

Maintains professional business relations with clients and outside contacts

Oversees all aspects of record imaging, scanning operations, and document storage and retrieval.

Ensures that records are stored and retained in accordance with the policies of Flight One Airline USA Management Policy and Procedures Manual meeting Government regulations.

Keeps imaging systems operational for use by Flight One Airline USA employees.

Keeps abreast with imaging system technologies and makes the changes with the existing system of operations.

Trains personnel on system utilization and provides support and suggestions to expedite the work patterns of Flight One Airline.

Completes assigned work, maintains files, and performs miscellaneous duties in electronic/digital formats in a timely fashion.

Performs information technology audits.

Reviews information technology operations for evidence of fraud, control deficiencies, errors, or noncompliance with established policies.

Audits applications and automated procedures

Acts as an IT system consultant and provides recommendation for changes in procedures, policies, documentation, or programs

Prepares work papers, reviews methods, and writes recommendation.

Assists with financial and operational audits.

Prepares, work papers reviews methods, and writes recommendation,

Assists with financial and operational audits

Writes programs and assist with implementation information technology audit procedures

Assists in the development of the company’s online services including the Internet home page, PC access, and online ordering functions.

Assumes primary responsibility for designing and updating the company’s website.

Provides support in the expansion on online products and promotes increased use of computer service among customers.

Provides technical support to customer, answer-incoming call, troubleshoots problems.

Provides information, and answers questions

Provides assistance to area personnel and notifies management of significant problems

EXHIBIT III

P003

SR Director System Control

Michael Amspaugh

Executive Summary

12359 EVENSONG DR

WEST LOS ANGELES CA 90064

1976M.B.A. in Operations Research in Management Science. University of Michigan.

Honors & Associations:

Dean’s List, Dean’s Committee on Excellence, Who’s Who in American Colleges and Universities, President of Operations

Research Society of America Student Chapter, Officer of Student

NAIC Investment Club, Computer and Statistics Lab Manager, Teaching Assistant.

1974

B.S. of Applied Science in Systems Analysis, Miami University.

Honors & Associations:

Dean’s List, Friends of the Library Society, Contributing Editor for a Linear Programming Textbook, Fraternity Officer, Martial Arts club.

Recent Activities & Honors:

Martial Arts Instructor, NAIC Stock Club President, Elementary School

Site Council Member and Technical Committee member, Who’s Who

Among US Executives.

Recent Employment:

12/2000 – Present

Part time Executive Consultant and Investor

2/99 – 11/2000

Vice President of Technology for a Fortune 500 Company.

5/89 – 1/99

Cofounder and Chairman of a Data Processing consulting firm that was sold to a Fortune 500 Company.

5/88 – 4/89

Senior Consultant to a Big 6 Accounting Firm.

1/82 – 4/88

Independent Contract Data processing Consultant.

1974 - 1982

Various positions in Data Processing from programming to management.

EXHIBIT III

C004

DIRECTOR COMMUNICATION

Flight One Airline USA

Job Description

MATT V. SAIKKONEN

Job Title:

 

DIRECTOR COMMUNICATION

Department:

 

COMMUNICATION

Reports To:

 

SR, DIRECTOR SYSTEM CONTROL

SUMMARYExecutes all the functions of information technology, network administrator, imaging systems administrator, information technology auditor, technical and web operation

Executes Directs. Performs and controls the system communication set up of Flight One Airline

Directly responsible for complete set up of the real time communication system with multi faceted alternate backs.

ESSENTIAL DUTIES AND RESPONSIBILITIES

Flight One Airline is a digitally managed airline system. All aspect of its operational will be digitally recorded and imaged. Duplicate data system of all imaged activities will be archived and made available to all concerned governmental authorities for security reasons.

1. Directs organizes, plans, and controls all Flight One Airline USA’s electronic functions, including systems and programming, computer operations, phone operations, and related vendor relationships.

2. Establishes, implements, and administers divisional policies and procedures.

3. Performs and manages all hardware, software, and equipment purchases and maintenance per the MP & P Manual (Management Policy and Procedures Manual) of Flight One Airline USA.

4. Directs, plan and performs for immediate/ future technological innovations/advances and the development and implementation of the company’s IT strategic plans.

5. Continually directs and plans for disaster recovery planning and mitigation strategies.

6. Continually monitors technical and processing priorities and methods.

7. Trains, directs, and supervises department Vice Presidents and subordinates as directed by Director System Controls.

8. Allows and maintains smooth operations of all company network, systems, and application.

9. Directs, technical support to users as needed.

10. Diagnoses and resolves connectivity problems, and monitors system security, backup and virus protection.

11. Directs, evaluates, recommends, and implement network software and hardware, and the development of IT strategies and policies.

12. Maintains professional business relations with clients and outside contacts

13. Oversees all aspects of record imaging, scanning operations, and document storage and retrieval.

14. Ensures that records are stored and retained in accordance with the policies of Flight One Airline USA Management Policy and Procedures Manual meeting Government regulations.

15. Keeps imaging systems operational for use by Flight One Airline USA employees.

16. Keeps abreast with imaging system technologies and makes the changes with the existing system of operations.

17. Trains personnel on system utilization and provides support and suggestions to expedite the work patterns of Flight One Airline.

18. Completes assigned work, maintains files, and performs miscellaneous duties in electronic/digital formats in a timely fashion.

19. Performs information technology audits.

20. Reviews information technology operations for evidence of fraud, control deficiencies, errors, or noncompliance with established policies.

21. Audits applications and automated procedures

22. Acts as an IT system consultant and provides recommendation for changes in procedures, policies, documentation, or programs

23. Prepares work papers, reviews methods, and writes recommendation.

24. Assists with financial and operational audits.

25. Prepares, work papers reviews methods, and writes recommendation,

26. Assists with financial and operational audits

27. Writes programs and assist with implementation information technology audit procedures

28. Assists in the development of the company’s online services including the Internet home page, PC access, and online ordering functions.

29. Assumes primary responsibility for designing and updating the company’s website.

30. Provides support in the expansion on online products and promotes increased use of computer service among customers.

31. Provides technical support to customer, answer-incoming call, troubleshoots problems.

32. Provides information, and answers questions

33. Provides assistance to area personnel and notifies management of significant problems

34. Stabilizes system environment

35. Re engineers infrastructure and scaled system of operation of use to e ticketing, station handling, sales undertaking and customer use.

36. Design and build new IT information service organization for approval and execution.

37. Evaluate bar code information for baggage, freight, mail, small packages and tracking system using web-based technology.

38. Develop claim components and control systems.

39. Outsource data center and external network with new and existing vendors as required.

40. Establish strategic direction in line with corporate goal and build IT infrastructure to execute the strategies.

41. Train all staff and GSA’S.

42. Establish load and yield procedure as directed from time to time.

43. Establish a flawless communication set up within the Flight One Airline USA system network of operations

EXHIBIT III

C004

DIRECTOR COMMUNICATION

RESUMEPERSONAL DATA

FULL NAME:Matt V. Saikkonen

HOME ADDRESS:5929 NW Skyline Boulevard Portland, OR 97229

TELEPHONE:(H):(503) 297-7661E-mail:[email protected]

EDUCATIONAL BACKGROUND

Westchester College; Los Angeles, CABS, Business Administration - 1976

East Los Angeles College; Los Angeles, CaliforniaAA, Liberal Arts – 1972

Summary of Qualifications

A well rounded CIO/Vice President of IT with experience with Fortune 100 and start-up companies. Core competencies include general management, project and program management, budget generation and control, employee recruitment and retention, establishment of standards, policies and procedures, merger and acquisition evaluation as it relates to IT integration, IT procurement and negotiation, insourcing vs. outsourcing evaluation and implementation.

Core technical capabilities include E-commerce, Internet and web based applications and infrastructure, distributed systems, mainframe and client server environments, help desk and large call center installation and support, LAN/WAN networks utilizing multiple technologies such as wireless, satellite and land lines.

BUSINESS EXPERIENCE

new edge networks

Vancouver, Washington

August 2000 to February 2001

New Edge Networks is the largest competitive broadband service provider in small and mid-size markets with populations generally ranging from 5,000 to 250,000. Through wholesale and direct distribution channels, New Edge Networks provides a wide variety of broadband services using DSL technology in more than 380 cities and towns in 29 states. The company provides these services through its national backbone network that has 18 regional aggregation points and almost 600 nodes, making it one of the largest ATM networks in the United States. Currently, the company derives most of its revenue from non-DSL broadband services such as data communications, WANs and Frame Relay services for small and mid-size businesses nationally. New Edge Networks is technology agnostic.

chief information officeR and vice presidentPortland, Oregon

Reported to the Chief Executive Officer and had five direct reports with a total staff of 85. Responsible for building a best of class IT organization to support a high-speed broadband telecommunications start-up company. This incorporates all aspects, from back office support; call center support, E-commerce initiatives, architecture, network and telecommunications in a multi-tiered client server environment.

· Stabilized systems environment by re-engineering the infrastructure, uptime went from 50% to 99.999% resulting in improved customer satisfaction and a 150% increase in orders processed daily.

· Scaled systems, which were processing 200 orders daily to be able to handle 20,000 transactions per hour; this was a requirement to attain service levels for Microsoft.

· Established E-bonding connectivity with key service providers, cutting an average of seven days out of the order cycle.

· Left the company because it was not able to secure senior debt and was forced to abandon its initiatives and reduced its’ employees from 485 to 55.

consolidated freightways

Portland, Oregon

June 1997 to August 2000

Consolidated Freightways operates one of the worlds largest less-than-truckload (LTL) transportation networks. The company's highly skilled 22,000 professionals specialize in long haul freight transportation throughout North America. 1999 reported sales revenues were $2.4 Billion.

Chief Information Officer AND VICE PRESIDENT

Reported to the President with 12 direct reports. Key initial responsibility was to design and build a new Information Service organization. Total IT budget was $80 million.

· Evaluated, selected, and implemented a Peoplesoft ERP system in 15 months. Budget $39 million, 64-person team and five vendors (Anderson, Cambridge, Emerald Solutions, Peoplesoft and IBM Global).

· Initiated E-commerce business-to-business pilots with new 2D bar code unlimited information inventory tracking (this is the same system utilized by the Department of Defense) technology that is web based. 21-person team, $8.5 million budget with a $60 million rolls out cost.

· Established new E-Commerce group that has implemented new E-Commerce site for customer self-service (pickup and delivery scheduling, track and trace, etc.). $85 million budget, 275-member team using 6 vendors and 180 third party vendors.

· Developed claims e-Commerce components.

· Managed outsourced data center and outsourced external network. Vendors included IBM, AT&T, Cambridge Technologies (development) among various other outsourced relationships.

· Formed e-Commerce alliance and established business continuity.

· Established business plan for a separate e-Business “closed loop supply Chain Company” and presented plan to investment bankers for funding.

· Established strategic direction in line with corporate goals and built the IT infrastructure to support and execute the strategies.

· Established tactical plans for Y2K compliance and completed business critical activities.

· During his tenure, the company had three Chief Executive Officers and three Chief Financial Officers. The last Chief Executive Officer brought in an entire new management team.

gart sports

Denver, Colorado

June 1994 to March 1997

The second-largest full-line sporting goods chain in the US, behind The Sports Authority. Gart had revenue of $285 million and had 85 stores.

vice president management information systems

Reported to President/Chief Executive Officer. Managed a $28 million budget excluding capital expenditures. Key responsibilities included implementing an IS infrastructure to enable the company to transition and grow from a family owned entity to a publicly traded company.

· Restructured environment, recruited and trained staff to transform the company from a family run business to a publicly traded professional organization.

· Replaced all major systems in less than two years with best in class systems, improving productivity and gross margin performance.

· Established firsts in sporting goods industry with data warehousing and data mining applications, leading to improved logistics and supply chain efficiency.

· Implemented POS technology for 140 locations.

· Left the company after he completed the turnaround. John Lilly, a board member, recruited him to Consolidated Freightways.

thrifTy corporation

Los Angeles, California

June 1991 to June 1994

Thrifty PayLess, formed by the merger of the Thrifty and PayLess drugstore chains, had more than 1,000 stores in 10 western states and was the largest drugstore chain on the West Coast. Rite Aid's $2.3 billion purchase of the Wilsonville, Oregon-based company was completed in 1996. Thrifty PayLess's last reported sales were $4.8 billion in fiscal 1996

vice president management information systems

Reported to Chief Executive Officer with 11 direct reports and a staff of 300. Responsible for managing a $42 million budget and all MIS for the entire organization.

· Established a state of the art pharmacy IS program which managed all inventory, pricing, legal and distribution requirements to dramatically reduce cost.

· Created the vision for new systems and new platforms to assist turnaround of the company.

· Flattened organization, eliminated management level and put accountability for projects in the hands of the users and IS project managers. This resulted in $1.2 million in savings and $6 million in from accelerated project delivery.

· Established five-year strategic plan, attained executive committee sponsorship, and initiated a three-year tactical plan, which included a number of client server applications. All projects for years one and two were delivered on time, and four of five under budget.

· Significantly increased MIS credibility with users and senior management when backlog of problem reports was cleaned up and new problems reported were lowered from an average of 80 to 12 per week.

· Restructured and optimized POS technology for 1800 locations. Transformed it from only capturing sales to managing inventory, added time and attendance and labor scheduling.

· Outsourced data center which reduced IT budget by $12 million.

· Negotiated all vendor and outsourcing contracts.

· Left the company because Leonard Greene sold Thrifty to Rite Aid. He was then offered a role with another Leonard Greene company, Gart Sports.

carter hawley hale

Los Angeles, California

1965 to June 1991

Carter Hawley Hale Stores of Los Angeles, parent of retail department store and specialty store chains, Neiman Marcus, Contempo Casuals, The Broadway, etc., with sales in excess of 5 billion and more than 400 locations.

vice president system developmentDecember 1988 to June 1991

Reported to Chief Executive Officer and was responsible for the direction and administration of all application development for eight department chains and specialty store divisions, including POS terminals in U.S., Canada and Europe.

· Reduced development expense by 1.2 million while improving service levels by introducing CASE tools to the organization.

· Improved delivery time of applications by more than 25 percent by utilizing prototyping techniques and code reuse.

· Established first EDI pilot with Levi Strauss.

· Introduced frequent shopper program to Neiman Marcus division.

· Improved warehouse and distribution facilities through the introduction of bar code technology.

SR. MANAGER DEVELOPMENT

June 1986 to December 1988

Reported to the Vice President of Systems Development and was responsible for all financial systems and merchandising systems for eight specialty and department store chains.

major accomplishments

Consolidated 6 of 8 human resource and payroll systems into one centralized system reducing operating and maintenance expense while improving productivity and adding new functionality such as applicant tracking, skills inventories and certification compliance.

Consolidated 3 of 8 data centers into centralized facility eliminating redundant activities and duplicate costs.

MANAGER SYSTEMS AND PROGRAMMING

Dates February, 1984 to June, 1986

Responsibilities

Responsible for management of and day to day support for Human Resource, Payroll and Financial systems.

Accomplishments

Identified and implemented automated Time and Attendance software reducing payroll clerical costs by 350,000.

Identified and implemented Salesperson Productivity software which provided data for individual goal performance and interfaced into Commission and Incentive systems.

PROJECT MANAGER DEVELOPMENT

Dates February 1981 to February, 1984

Responsibilities

Responsibilities included the management of projects and project budgets along with associated administrative and reporting tasks for major projects, those in excess of $500,000.

Accomplishments

Led the IT initiative to locate and implement IT productivity tools such as IEF and Talon, improving IT responsiveness to solving business problems. Programmers increased efficiency by 50% or more.

Managed HR, Payroll and Financial systems conversions to new Chart of Accounts.

SR. SYSTEMS ANALYST

Dates October 1979 to Feb 1981

Responsibilities

Key responsibilities included the capturing of business and systems requirements and developing the systems and technical specifications and following thru to systems implementation assuring that testing, training and rollout plans were devised, communicated and executed.

Accomplishments

Key accomplishments included the design and conversion of a legacy financial system to accommodate a change in accounting from LIFO to FIFO and the implementation of a new upgraded series of POS terminals and system functions.

SR. PROGRAMMER

March 1977 to October 1979

Participated in numerous projects to enhance the existing systems in meeting growth and acquisitions of several companies that were being added to the department store core.

MANAGER COMPUTER OPERATIONS

March 1975 to March 1977

Reporting to the Vice President of Information Systems I was responsible for the 7 x 24 operation of a multiple mainframe data center supporting the Broadway department store chains of Carter Hawley Hale.

SHIFT MANAGER OPERATIONS

June 1972 to March 1975

SR. COMPUTER OPERATOR

June 1965 to June 1972 with a break in service from February 1967 to March 1969 while I was in the U.S. Army

memberships/affiliations

· Member PeopleSoft Transportation Advisory Committee

· Technology Advisor to U.S. Department of Justice

· Former member Lucent/Octel Board of Advisors

· Former member National Sporting Goods Technical Advisory Committee

EXHIBIT III

M004

VICE PRESIDENT MARKETINGFlight One Airline USA

Job Description

STEPHEN CHARLES LEPISTO

Job Title:

 

VICE PRESIDENT MARKETING

Department:

 

Marketing

Reports To:

 

SR. DIRECTOR SYSTEM CONTROL

SUMMARYPlans, directs, and coordinates the marketing of the organization's products and/or services by performing the following duties personally or through subordinate supervisors.

ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned.

Establishes marketing goals to ensure share of market and profitability of Flight One Airline USA products and/or services.

Develops and executes marketing plans and programs, both short and long range, to ensure the profit growth and expansion of company products and/or services.

Researches, analyzes, and monitors financial, technological, and demographic factors so that market opportunities may be capitalized on and the effects of competitive activity may be minimized.

Plans and oversees the organization's advertising and promotion activities including print, electronic, and direct mail outlets.

Directs, supervises and controls the activities of all GSA and subordinates system wide per the MP & P Manual.

Works with writers and artists and oversees copywriting, design, layout, paste-up, and production of promotional materials.

Develops and recommends pricing strategy for the organization which will result in the greatest share of the market over the long run.

Recommends changes in basic structure and organization of marketing group to ensure the effective fulfillment of objectives assigned to it and provide the flexibility to move swiftly in relation to marketing problems and opportunities.

Continually conducts marketing surveys on current and new concepts.

Prepares marketing activity reports.

SUPERVISORY RESPONSIBILITIESSupervises the marketing set up of all served and sales station activities under the GSA’s jurisdiction.

Directly supervises the revenue generation activities of the African Tourism Ministries and duty free custom free entrepot establishment/organization.

Addresses complaints and resolving problems as stipulated in the Management Procedures and Policy Manual.

Attends all OCC (Operation Coordination Committee) meetings.

Ensures all coordination and corrective actions take place after the end of each meeting in a timely fashion.

The Vice President Marketing takes the full responsibility in performing and coordinating in the Family Assistance Program in the event of a disaster.

Per master agreement the lessor of aircraft is responsible for such actions. But a back-up system will be in place with Flight One Airline USA.

EXHIBIT III

M004

VICE PRESIDENT MARKETING

RESUME

Stephen Charles Lepisto

22600 Normandie #35 Torrance CA 90502 (310) 618-0861 [email protected]

Summary of Qualifications

Management of Operations, Management of Sales, Outside sales, Marketing, Advertising, Negotiating Airline & Hotel wholesale contracts, Management and leadership skills, Product Development in South Pacific, Orient and around the world packages, and developed sales incentives.

Work Experience

Concorde International - Director of Sales Consolidator Division (Air Tickets) and Account executive for Polynesian Airlines (GSA).

(Jun’01 – Dec’02) Management responsibilities included development of national and target flyers for FAX and e-mail broadcasting, production of banner ads for trade magazines, maintaining web site applications. Produced commission guides for accounts, and staff, to help them understand the South Pacific market.

Discover Wholesale Travel: Director of Air Consolidation (Dec’2000 – May’01)

Responsible for obtaining air contracts, and advertising.

Japan & Orient Tours / J&O Air: Air Manager for Japan and Orient Tours / Director for J&O Air: (Feb’89 – Nov’2000) Operations management of all aspects of J&O Air - obtained air contracts, negotiated override agreements, hired and terminated staff, trained and motivated staff, created sales incentive & worked in product development.

Queue Travel: VP Operations; Responsible for all aspects of a consolidator operation. (Apr’88-Jan’89)

Air New Zealand: Load Control Supervisor; Load Sheet Agent; Passenger Service Agent; Ticketing Instructor; Rate Desk Agent. (Jul’77-Apr’87)

Pan American World Airways: Passenger Service; Ticket agent; Reservations; Clipper Desk, Group Desk, Charter Desk, Tour Desk and Cargo Agent. (Oct’71 – Apr-76)

Education

Pierce College, Woodland Hills CA – Completed two years of transfer courses.

San Fernando Valley State College CA – Business Administration; Completed one year.

Associations:

President USACA 2000; Member of ASTA, PATA, and ANZAC.

EXHIBIT III

A004

VICE PRESIDENT ADMINISTRATION

Flight One Airline USA

Job Description

GEBRETSADIK GEBREYESUS

Job Title:

 

VICE PRESIDENT ADMINISTRATION

Department:

 

ADMINISTRATION

Reports To:

 

SR DIRECTOR SYSTEM CONTROL

SUMMARYthe vice president of administration is responsible for the human resources function. Ensures the department conforms to the company quality system procedures as directed by President/CEO.

ESSENTIAL DUTIES AND RESPONSIBILITIES

1. Establish procedures for management of the company’s human resources department

2. Determine and enforce –through functional groups, legal, regulatory and safety requirements as relates to international, federal, state and local regulatory agency’s compliance in accordance with current regulations.

3. Works with employees, as required to ensure conformance with quality system requirement.

4. Responsible for planning directing, and overseeing all human resources functions and administrative service functions of the company.

5. Acts as a member of the senior management team,

6. Participates in establishing and implementing major goals and objectives of the company.

7. Serves as a resource in all aspects of human resources.

8. Provides leadership in establishing and implementing overall human resource objective, policies, and plans

9. Ensures that human resource activities are conducted in accordance with established policies and with local international governmental regulation.

10. Assigns, directs and appraises human resource

EXHIBIT III

A004

VICE PRESIDENT ADMINISTRATION

RESUME

Gebretsadik Woldeyesus

739 Garfield St.

San Francisco, CA 94132

Tel: (415) 239-6183; e-mail: [email protected]

EDUCATION

MBA: Major Finance & Minor Management - Johnson Graduate School of Management, Cornell University, Ithaca, NY/USA.

BA: Addis Ababa University, Ethiopia.

SPECIAL SKILLS

· Institution building/strengthening and management.

· Development/monitoring - budgets

· Extensive experience in research, financial analysis/accounting, technical reports and papers.

· High proficiency in oral and written communications.

· Languages Spoken/Written: include French & Amharic (besides English).

.

EXPERIENCES - in US

SF State University, 1600 Holloway Ave, SF, CA 94132:

Summer 2003 Lecturing – Bus 682/05: Environment of Business (BGS Relationship).

Public Transportation Dept. (MUNI): Bus Operations, 949 Presidio Ave, SF, CA 94107 (5/00- 5/15/03)

Administrative Services Manager: Carrying out financial (budget) and administrative duties – diversified activities include financial analysis, coordination and implementation of human resources functions.

SF State University, 1600 Holloway Ave, SF, CA 94132 (12/1999 – 6/02)

Lectured (Part-time): Business Policy & Strategic Management (BUS 690); Managerial Economics (MGMT 407); and Environment of Business (BUS 682).

US Census 2000, 301 Howard Street, SF, CA 94105 (1/2000 - 6/2000)

* Served as a specialist in Assignment Preparation and Work Control at SF Office.

US Postal Service 1300 Evans St., SF, CA 94188 (12/98 - 12/99)

* Handled various aspects of mail processing at Processing & Distribution Center.

Outside US:

DASHEN BANK, Addis Ababa (Aug.1995-Mar.1998)

Marketing and Branch Survey Expert

* In charge of the marketing arm of the Finance and Information Technology Department;

* Developed data base on marketing - relevant literature/materials and statistics with focus on increased market share in deposits, money transfer, foreign banking and credits.

Manager -Management Services

* Responsible for human resources functions; also administered property/contracts, logistics, safety & security; participated in the Bank’s overall policy formulation and implementation.

The WORLD BANK, Addis Ababa (May 1995-Aug.1995)

Housing Finance Review Consultant

* Carried out an in-depth review of the housing finance system

* Produced and submitted a comprehensive report on recommended financing measures for incorporation in the Housing Sector Study.

UNITED NATIONS - HABITAT (Human Settlements):

1. BASED IN NAIROBI, Kenya (1992-1994)

Housing Finance Consultant

* Surveyed, analyzed and published case studies in Zimbabwe and Botswana housing finance systems.

* Proposed mechanism for Housing Credit Schemes in Namibia and Democratic Republic of Laos.

2. RURAL HOUSING PROJECT, Malawi (1986-1991)

Housing Finance Management Advisor

* Developed financing policy, the overall accounting system and effective credit mechanisms.

3. BUILDING FINANCE CORPORATION, Lesotho (1982-1986)

Managing Director

* Provided leadership in the mobilization, allocation and the accounting for funds and other resources for the development of housing nationwide.

4. MORTGAGE AND CONSTRUCTION BANK, Afghanistan (1982)

Finance Consultant

* Evaluated overall operations of the Bank and developed policies and procedures to ensure housing loans to a greater section of population.

5. BUILDING FINANCE CORPORATION, Lesotho (1982-1986)

Management Consultant

* Analyzed administrative and financial systems including accounts operations; recommended plans/strategies for improved operational efficiency in the Corporation.

6. ECONOMIC COMMISSION FOR AFRICA, Addis Ababa, (1981-1982)

Human Settlements Officer

* Managed national research program on the availability and necessity of cost effective shelter, infrastructure and the provision of quality services.

NATIONAL BANK, Addis Ababa

Research Expert (1978-1980), Economic Research & Planning:

* Analyzed banking and monetary policy, international and domestic socio-economic developments; advised on housing finance for the low- income and urban development affairs.

Deputy Manager (1975-1978) of Housing & Savings Bank:

* Policy development and business management with focus on financing incl. budget operations;

Manager (1969-1975) - Savings & Home Ownership Association:

* Determined organizational goals and policies developed financing system and enhanced profitable operations.

ETHIOPIAN AIRLINES (TWA Management), Addis Ababa, Ethiopia (1962-1969)

Director of Personnel Administration:

* Managed human resources functions – recruitment, training and benefits.

* Negotiated with labor unions and resolved management/ employee conflicts.

* Set personnel policies, rules and regulations.

EXHIBIT III

L004

VICE PRESIDENT LEGAL AFFAIRS

Flight One Airline USA

Job Description

JOEL F. TAMRAZ

Job Title:

 

VICE PRESIDENT LEGAL AFFAIRS

Department:

 

Legal Affairs

Reports To:

 

SR. DIRECTOR SYSTEM CONTROL

SUMMARYPerforms complex legal work and provides authoritative legal advice to President/CEO as directed

ESSENTIAL DUTIES AND RESPONSIBILITIES

The duty is characterized by a variety of legal issues that need to be handled with no supervision. The work is directly related with governments (local/foreign) in areas where Flight one is directly/indirectly involved in addition to the internal organization as set in the organization chart.

CASE PREPARATION AND LITIGATION

Analyzes and determines department’s legal strategy in cases to ensure effective and successful negotiation and litigation; drafts pleadings; prepares briefs and legal arguments; may conduct discovery including taking depositions; conducts sensitive negotiations with other attorneys and their clients; interviews, selects and prepares witnesses including experts for administrative hearing or trial, argues motions and participates in pre-trial or pre-hearing conferences; conducts direct and cross-examination and oral argument in proceedings before appropriate jurisdictional body, which may include jury trials; rearview record and prepares briefs and oral argument in appeals to Supreme Court or other appellate body; may prepare memoranda analyzing factual and legal issues and draft decisions in proceedings before the department.

ADMINISTRATIVE AND ADVISORY.

Provides authoritative legal advice to department management and staff related to both technical and administrative issues; reviews and recommends changes to rule, policy or procedure for conformity with law; recommends rule and statutory changes to department management; drafts proposed legislation and department rules; may conduct extensive research; may draft contracts and leases and review such documents for legality and adequacy; negotiates with state and federal agencies, private individuals and organizations in non-litigation situations; may respond to inquiries fro the media and review statements to be released to the press; may provide training to department staff or others in legal and procedural issues relating to the department’s work.

EXHIBIT III

L004

VICE PRESIDENT LEGAL AFFAIRS

Joel F. Tamraz

Airport Center II

5959 West Century Blvd

Suite 1406

Los Angeles, CA 90045

Executive Summary

Citizenship:

USA

Education:

BA

California State Los Angeles

LLB

Loyolla University School of Law

Experience:

1973 – To Date:Trial Lawyer

35 Years

1967 – 1973:

Law Office of Hose, Tamraz and Bash

Handled over 30 Jury Trials and several hundred Court Trials covering all aspects and complex business litigations with very high success and track record. Real Estate, domestic relations, corporate and criminal cases were handled with distinction. Supervised attorneys, keeping calendars, cash flow moving to the satisfaction of clients and personnel.

EXHIBIT III

L005VICE PRESIDENT LEGAL AFFAIRS

Flight One Airline USA

Job Description

JAMES L. BROWN

Job Title:

 

VICE PRESIDENT LEGAL AFFAIRS

Department:

 

LEGAL AFFAIRS

Reports To:

 

SR. DIRECTOR SYSTEM CONTROL

SUMMARYPerforms complex legal work and provides authoritative legal advice to President/CEO as directed

ESSENTIAL DUTIES AND RESPONSIBILITIES

The duty is characterized by a variety of legal issues that need to be handled with no supervision. The work is directly related with governments (local/foreign) in areas where Flight one is directly/indirectly involved in addition to the internal organization as set in the organization chart.

CASE PREPARATION AND LITIGATION

Analyzes and determines department’s legal strategy in cases to ensure effective and successful negotiation and litigation; drafts pleadings; prepares briefs and legal arguments; may conduct discovery including taking depositions; conducts sensitive negotiations with other attorneys and their clients; interviews, selects and prepares witnesses including experts for administrative hearing or trial, argues motions and participates in pre-trial or pre-hearing conferences; conducts direct and cross-examination and oral argument in proceedings before appropriate jurisdictional body, which may include jury trials; rearview record and prepares briefs and oral argument in appeals to Supreme Court or other appellate body; may prepare memoranda analyzing factual and legal issues and draft decisions in proceedings before the department.

ADMINISTRATIVE AND ADVISORY.

Provides authoritative legal advice to department management and staff related to both technical and administrative issues; reviews and recommends changes to rule, policy or procedure for conformity with law; recommends rule and statutory changes to department management; drafts proposed legislation and department rules; may conduct extensive research; may draft contracts and leases and review such documents for legality and adequacy; negotiates with state and federal agencies, private individuals and organizations in non-litigation situations; may respond to inquiries fro the media and review statements to be released to the press; may provide training to department staff or others in legal and procedural issues relating to the department’s work.

EXHIBIT III

L005

VICE PRESIDENT LEGAL AFFAIRS

RESUME

JAMES LEONARD BROWN

PROFESSION:

ATTORNEY AT LAW [Admitted in California and Nevada]

ADDRESS:

3660 Wilshire Blvd., Suite 1118, Los Angeles, CA 90010

213-251-2322 (Fax 213-251-2333)

PROFILE AND SUMMARY

(a) Graduated from University of Missouri at Kansas City, June, 1963 – Bachelor’s degree in Business Administration, Accounting Major.

(b) Graduated from University o f Southern California School of Law with J.D. (Juris Doctor) degree in June, 1967.

(c) Bar Admissions: Admitted to the California Bar on December 21, 1967, following graduation from the University of Southern California School of Law (J.D.) in June, 1967. Admitted to the Nevada Bar on October 5, 1989. In addition to being admitted by the Supreme Courts of California and Nevada, admitted to the following courts: Supreme Court of the United States; Ninth Circuit Court of Appeals; U.S. District Court, Central Districts of California; U.S. District Court, Southern District of California; U.S. District Court, Northern District of California; U.S. District Court, District of Nevada.

STATEMENT OF RELEVANT EXPERIENCE

James Leonard (“Jim”) Brown is a native of Kansas City, Missouri, where he graduated from the University of Missouri at Kansas City with a degree in Business Administration and Accounting. He graduated from the University of Southern California School of Law and began practicing in California in 1968, concentrating in civil, business and litigation, including litigation concerning employment discrimination and insurance bad faith. In 1989 he was admitted to the Nevada Bar in 1990 opened up the Las Vegas firm of Asberom & Brown with Las Vegas law partner, Mona Asberom. Mr. Brown divides his time between Las Vegas and Los Angeles.

In his more than 30-years of practice, Brown has tried numerous cases to judgment or jury verdict in the state and federal courts including cases involving employment discrimination, insurance bad faith, injury and wrongful death. He has obtained more than $10 million in settlements and judgments, including a $6 million federal court judgment obtained in a commercial real estate case that was reported in the December 1994 issue of “Trials Digest”. Recently, Mr. Brown obtained a $2.2 million jury verdict in a hostile work environment employment case on behalf of a victim of anti-Semitism. Mr. Brown is a member of the “Million Dollar Advocates Forum”, membership of which is limited to trial lawyers who have demonstrated exceptional skill, experience and excellence in advocacy by achieving a trial verdict or settlement in the amount of one million dollars or more.

Since July, 1998, Mr. Brown has served as a federal chapter 7 bankruptcy panel Trustee.

EXHIBIT III

T005

GENERAL MANAGER TECHNICAL OPERATION

Flight One Airline USA

Job Description

LOC NGUYEN

Job Title:

 

GENERAL MANAGER TECHNICAL OPERATION

Department:

 

COMMUNICATION

Reports To:

 

DIRECTOR COMMUNICATION

SUMMARYAssists in the execution of the functions of information technology, network administrator, imaging systems administrator, information technology auditor, technical and web operation

Assists in the execution of system communication set up of Flight One Airline

Assists in the complete set up of the real time communication system with multi faceted alternate back-ups.

ESSENTIAL DUTIES AND RESPONSIBILITIES

Ensures that the goal and objective of Flight One Airline remains as nearly a paperless managed airline system.

Ensures that all aspect of Flight One Airlines operation will be digitally recorded and imaged.

That duplicate data system of all imaged activities will be archived and made available to all concerned governmental authorities for security reasons.

Assists directs organizes, plans, and controls all Flight One Airline USA’s electronic functions, including systems and programming, computer operations, phone operations, and related vendor relationships.

Assists. Establishes, implements, and administers divisional policies and procedures.

Assists performs and manages all hardware, software, and equipment purchases and maintenance per the MP & P Manual (Management Policy and Procedures Manual) of Flight One Airline USA.

Assists, directs, plan and performs for immediate/ future technological innovations/advances and the development and implementation of the company’s IT strategic plans.

Provisions continually directs and plans for disaster recovery planning and mitigation strategies.

Continually monitors technical and processing priorities and methods.

Trains, directs, and supervises department Vice Presidents and subordinates as directed by Director System Controls.

Maintains smooth operations of all company network, systems, and application.

Directs, technical support to users as needed.

Diagnoses and resolves connectivity problems, and monitors system security, backup and virus protection.

Directs, evaluates, recommends, and implement network software and hardware, and the development of IT strategies and policies.

Maintains professional business relations with clients and outside contacts

Oversees all aspects of record imaging, scanning operations, and document storage and retrieval.

Ensures that records are stored and retained in accordance with the policies of Flight One Airline USA Management Policy and Procedures Manual meeting Government regulations.

Keeps imaging systems operational for use by Flight One Airline USA employees.

Keeps abreast with imaging system technologies and makes the changes with the existing system of operations.

Trains personnel on system utilization and provides support and suggestions to expedite the work patterns of Flight One Airline.

Completes assigned work, maintains files, and performs miscellaneous duties in electronic/digital formats in a timely fashion.

Reviews information technology operations for evidence of fraud, control deficiencies, errors, or noncompliance with established policies.

Audits applications and automated procedures

Acts as an IT system consultant and provides recommendation for changes in procedures, policies, documentation, or programs

Prepares work papers, reviews methods, and writes recommendation.

Assists with financial and operational audits.

Assists with financial and operational audits

Writes programs and assist with implementation information technology audit procedures

Assists in the development of the company’s online services including the Internet home page, PC access, and online ordering functions.

Assumes primary responsibility for designing and updating the company’s website.

Provides support in the expansion on online products and promotes increased use of computer service among customers.

Provides technical support to customer, answer-incoming call, troubleshoots problems.

Provides information, and answers questions

Provides assistance to area personnel and notifies management of significant problems

Stabilizes system environment

Re engineers infrastructure and scaled system of operation of use to e ticketing, station handling, sales undertaking and customer use.

Design and build new IT information service organization for approval and execution.

Evaluate bar code information for baggage, freight, mail, small packages and tracking system using web-based technology.

Develop claim components and control systems.

Outsource data center and external network with new and existing vendors as required.

Establish strategic direction in line with corporate goal and build IT infrastructure to execute the strategies.

Train all staff and GSA’S.

Establish load and yield procedure as directed from time to time.

Establish a flawless communication set up within the Flight One Airline USA system network of operations

Creates frames for work data templates to enhance the operation of Flight One Airline as depicted in the MP &P Manual

EXHIBIT III

T005

GENERAL MANAGER TECHNICAL OPERATION

Loc Nguyen

Executive Summary

(972) 567-6590 or (972) 781-2009

Citizenship: US Citizen

Professional Summary

· President & CEO of Vquest Inc.

· President &CEO of TelecomSG Inc.

· President & CEO of SoftGraph Inc.

· Vice President and Co-Founder of Digital Application Interfaces Inc.

· More than 20 years experienced in development skills and lead/manager.

· Experienced with full life cycle development, including design and development of several commercial software products.

· Able to manage teams and developers and coordinate with multiple stakeholders for implementation of projects.

· Strong telecommunications knowledge. Strong Unix experience with all variety of UNIX platforms.

Employment History:

Aug 2002 – Present

President & CEO of Quest Inc.

Lead a team of engineers working on the Wireless Protocol Advisor (WPA) application. This is a real-time and multitasking application dedicated software for GSM/GPRS, CDMA2000 and SS7 signaling networks and capable of testing over 200 wireless protocols. The works range from scheduling, problem analysis, design, test, installation, as well as on-site support the customers

Sept 1996 – Aug 2002

President & CEO of TelecomSG Inc.

Provide software consultants for the telecom industry such as:

· Agilent

· Sonus - Telecom Technologies Inc.

· MCI WorldCom

· Alcatel - DSC Communications Inc.

· NEC

· Tandem Telecom

Lead a team of engineers working on the FASTest Automation System. This software application provides a tool that allows the automatic verification of signaling protocols, call processing scenarios and billing. It supports simultaneous testing of SS7 links, ISDN and Per Trunk Signaling circuits. The works range from scheduling, problem analysis, design, test, installation, as well as on-site support the customers.

Sept 1996 – Aug 2002

· President & CEO of SoftGraph Inc.

· Founder of the software consulting firm

· Design, develop, and maintenance the Virtual Data Delivery System (VDDS)

June 1989 – March 1995

· Vice President & Co-founder of Digital Application Interfaces Inc.

· Joint forces with NEC of America in architect, design, and develop software solutions for the ATM Broad Band Network Management System.

· Architect, design and implement the first utilities pay by credit cards system for GTE

· Provide the consulting services for:

· NEC Of America

· Glenayre – CNET

· GTE

· Inter Voice

April 1982 – Sept 1989

Senior Software Consultant

Various positions from programming to management

Education:

B.S of Electrical Engineering at UT Arlington, Texas

Honor & Associations:

Dean’s List, Member of Tau Beta, Etakapanu, Teaching Assistant

EXHIBIT III

W005

GENERAL MANAGER WEB OPERATION

Flight One Airline USA

Job Description

PAUL VALLADARES

Job Title:

 

GENERAL MANAGER WEB OPERATION

Department:

 

COMMUNICATION

Reports To:

 

DIRECTOR COMMUNICATION

SUMMARYResponsible for directing, coordinating maintaining and controlling the web infrastructure client-server system to meet the goals/objective of Flight One Airline USA.

Designs, controls and implements integrated communication frames/templates for clients the management and staff as outlined in the MP & P Manual.

Designs application for quick and easy use that properly reflects the communication position of Flight One Airline USA.

Monitors Department policies and procedures and recommends improvement, consults, participates in establishing and implementing major goals and objectives and serves as resource in all aspects of communication.

Ensures accurate internal and external recording and reporting of communication exchanges.

Ensures that the web designs are in accordance with established legal, regulatory, and company procedures.

Assigns, directs, and appraises all relevant functional methods of communication functions as needed.

ESSENTIAL DUTIES AND RESPONSIBILITIES

1. Assumes responsibility for the planning, development, and implementation effective web design strategies, policies, and procedures.

2. Assumes responsibility for the effective preparation, maintenance, and reporting of internal and external web design functionality records and analyses.

3. Assumes responsibility for overseeing daily operation and performing administrative functions for the web communication department.

4. Assumes responsibility for establishing and maintaining effective communication and cooperation with company personnel, departments and management.

5. Assumes responsibility for establishing and maintaining effective business relations with vendors, outside auditors and regulators, and professional trade groups.

6. Effectively supervises the manpower requirement for optimal performance.

7. Assumes responsibility for related duties as required and assigned.

EXHIBIT III

W005

GENERAL MANAGER WEB OPERATION

Paul Valladares

4328 West 179th Street

T