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OST-00-8291

Corporate Flight Management, Inc. and Corporate Airlines, Inc.

In the fall of 1996 the DOT re-issued by order 96-12-22, Corporate Flight Management, Inc. a commuter air carrier authority of which service was started in December 1996. Our records will reflect that S & S Enterprises, a Tennessee general partnership, had entered into an agreement with the individual stockholders of CFM to purchase a 30% interest in CFM for providing the necessary capital required for DOT fitness approval.

It is now CFM's desire as well as S & S Enterprises, to shift the 121 operating authority along with the ownership of commuter airline services from CFM's original core business (Fixed Base Operation) and allow Corporate Airlines, Inc., a Tennessee corporation, which has the same principal shareholders as S&S Enterprises (principal shareholders of S&S and ILC, Inc. are Antonio Santini and James R. Story III to become 85% owner of the outstanding stock of the new company Corporate Airlines, Inc. which in turn would become the owner of the commuter air carrier certificate. The remaining 15% of Corporate Airlines, Inc.'s outstanding stock will be available for an employee stock option plan, of which no one person will own in excess of 9%. ILC, Inc., a holding company, owned equally by Mr. Story and Mr. Santini will own the 85 % interest in Corporate Airlines, Inc. 

Counsel:  Corporate Flight, James Howell, 615.459.8883, and Corporate Airlines, Charles Howell, 615.223.5644

Corporate Flight Management, Inc. and Corporate Airlines, Inc.

Counsel:  Corporate Airlines, Charles Howell, 615.223.5644

Corporate Flight Management, Inc. and Corporate Airlines, Inc.

Corporate Flight Management, Inc., based in Smyrna, Tennessee, was founded in 1982 and commenced on-demand air taxi services in 1986. In 1995, the company was found fit to conduct scheduled passenger operations as a commuter air carrier. Initially, CFM provided commuter services from Nashville to other cities in Tennessee and neighboring states using two leased 19-seat Jetstream J-32 aircraft. Today, most of the carrier's operations are conducted pursuant to agreements it has since entered into with Midway Airlines and Trans World Airlines (TWA). As of December 31, 2000, the company provided its scheduled passenger services with 15 leased 19-seat Jetstream J-32 aircraft. It anticipates leasing an additional three aircraft during 2001, two of which will be used if it is selected as the essential air service carrier at Owensboro, Kentucky, and Jackson, Tennessee.

With the exception of service to Owensboro and Jackson (if it is selected to provide essential air service at those points) the carrier plans no major changes in the scope of its commuter operations. It has provided an unaudited balance sheet reflecting the financial position of the Corporate Airlines division at Decdniber 31, 2000. At that date, it had $605,000 in cash, negative working capital of $364,000, with a current ratio of 0.92 to 1, total assets of $6,139,000, and negative retained earnings and negative stockholders' equity of $2,706,000 and $2,705,000, respectively. It is expected that this statement will reflect the approximate financial position of CAI upon transfer of the commuter authority to CAI.

While the company's scheduled passenger services have, overall, been unprofitable, income statements included with the application indicate that its more recent commuter operations have been profitable. In this connection. these documents indicate that, for the 22-month period ending October 31, 2000, CFM's commuter operations experienced operating and net income of approximately $2.1 million and $917,267, respectively, on approximately $43.7 million in total revenues.

By:  Randall Bennett

Corporate Flight Management, Inc. and Corporate Airlines, Inc.

By:  Randall Bennett

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