Item 1.  Security and Issuer.

This statement relates to the shares of Common Stock, par value $0.0001 per share, of Tempus Applied Solutions Holdings, Inc. (the "Issuer"). The Issuer's principal executive office is located at 471 McLaws Circle, Suite A, Williamsburg, VA 23 185.

Item 2.  Identity and Background.

(a) This statement is being filed by ME Aviation Services LLC, a limited liability company organized under the laws of the State of Nevada ("ME"). ME holds the shares of Common Stock of the Issuer that are the subject of this statement (the "Common Stock" or the "Shares"). Johan Claasen is the sole owner of the membership units of ME. ME and Johan Claasen are collectively referred to herein as the " Reporting Persons."

(b) The principal business of ME is the sale of aircraft.

(c) The principal business address of ME is 3033 5 ^th Ave., Suite 227, San Diego, CA 92103.

(d) None of ME and Johan Claasen has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of ME and Johan Claasen has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) ME is a Nevada limited liability company, and Johan Claasen is a citizen of the United States.

Item 3.  Source or Amount of Funds or Other Consideration.

ME acquired the Shares pursuant to an Aircraft Purchase Agreement, dated August 11, 2017, between ME and the Issuer (the "APA") whereby ME sold, and the Issuer purchased, six (6) Lockheed Corporation model L-1011 Tristar aircraft bearing United States registration marks N304CS, N405CS, N309CS, N705CS, N507CS, and N703CS (the "Aircraft''). Pursuant to the APA, the consideration for the transfer of title to the Aircraft to the Issuer was the issuance to ME of 6,730,770 shares of the Issuer's Common Stock. On March 5, 2018, ME and the Issuer entered into an Addendum to the APA whereby the Issuer agreed to issue an additional 833,000 shares of the Issuer's Common Stock in exchange for ME paying the cost for bringing the Aircraft current, including arrears, with respect to the Aircraft's long-term storage and maintenance. The APA transaction closed on or about March 13, 2018, with title to the Aircraft transferring to ME, and that same day the escrow agent on the transaction released the Shares (6,730,770 plus 833,000) to ME by sending same to ME's office location. ME received the certificates for the Shares on or about March 14, 2018.

Item 4.  Purpose of Transaction.

The Reporting Persons obtained the Shares from the above-referenced APA transaction for investment purposes. The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Common Stock or otherwise, they may acquire shares of Common Stock or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of any shares of Common Stock issued or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Additionally, Johan Claasen and the Issuer have had preliminary discussions about Mr. Claasen and/or Arthur Aslanian becoming a member of the Issuer's Board of Directors at some time in the future, and Mr. Claasen's company, Claasen Group, Inc., potentially entering into a business development agreement with the Issuer.

Except as set forth in this Statement, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board: (e) any material change in the Issuer's capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure: (g) any change in the Issuer' s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, except to the extent of any changes necessary or appropriate to enable the Issuer to fulfill its obligations and commitments under the Note: (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer.

(a) The aggregate percentage of Shares reported owned by ME is based upon 17,805,234 shares of Common Stock outstanding as of February 12, 2018, as reported on the Issuer's prospectus filed with the Securities and Exchange Commission on February 9, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended. As of the date hereof, ME beneficially owned 7,563,770 Shares, constituting approximately 42.48% of the shares of Common Stock outstanding. By virtue of his relationship with ME discussed in further detail in Item 2. Mr. Claasen may be deemed to beneficially own the Shares owned directly by ME. Mr. Claasen disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

(b) ME has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock owned by it. Mr. Claasen is the sole member of ME and can exercise the power on behalf of ME to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by ME. Information regarding Mr. Claasen is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.

(c) The transactions effected by the Reporting Persons during the past 60 days are set forth in Item 4 above.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the Shares.

(e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

Item 7.  Material to Be Filed as Exhibits.

Exhibit 1 - Aircraft Purchase Agreement, dated August 11, 2017

Exhibit 2 - Addendum to Aircraft Purchase Agreement, dated March 5, 2018

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT 1

AIRCRAFT PURCHASE AGREEMENT

Dated as of the 11 day of August, 2017

between

ME Aviation Services, LLC

as Seller,

and

Tempus Applied Solutions Holdings, Inc.

as Purchaser,

concerning six (6) Lockheed Corporation model L-1011 Tristar aircraft bearing

United States registration marks

N304CS
N405CS
N309CS
N705CS
N507CS
N703CS

and

manufacturer's serial numbers

1157
1164
1165
1174
1186

1188

AIRCRAFT PURCHASE AGREEMENT

This AIRCRAFT PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of the 11th day of August, 2017 (the “ Effective Date ”), by and between Tempus Applied Solutions Holdings, Inc., having its office at 471 McLaws Circle, Suite A, Williamsburg, VA 23185, The United States of America, and/or its assigns ("Purchaser"), and ME Aviation Services LLC, having its registered offices at 3033 5th Avenue, Suite 227, San Diego, CA 92103 (“ Seller ”).

WITNESSETH:

WHEREAS, Seller owns each Aircraft described and referred to herein;

WHEREAS, Purchaser desires to purchase each Aircraft from Seller.

NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements herein contained, the Parties agree as follows:

ARTICLE I. DEFINITIONS

"Aircraft" means (i) those certain Lockheed Corporation model L-1011 Tristar aircraft bearing the respective United States registration marks and manufacturer's serial numbers more particularly described in Exhibit A attached hereto (each, an "Airframe"), together with the turbofan aircraft engines, bearing the respective manufacturer's and model information, and serial numbers as more particularly described in Exhibit A attached hereto (each, an "Engine"), and the installed Auxiliary Power Units, bearing the respective manufacturer's serial numbers more particularly described in Exhibit A attached hereto (each, an "APU") (ii) all appurtenances, appliances, parts, avionics, instruments, components, accessions and furnishings pertaining thereto, (iii) loose equipment, accessories and other items, if any, specifically included on the Aircraft Specification or the Inventory Listing, and (iv) all Aircraft Documents.

"Aircraft Documents" means all documents and records relating to or required to be maintained with respect to an Aircraft, of any kind or nature, including, without limitation, all airframe, engine, and accessory logbooks, manuals, flight records, weight and balance manuals, tags, technical records, traceability records, task cards, information, overhaul records, maintenance records, maintenance contracts, computerized maintenance programs, airframe and aircraft component warranties and service plans (if any), engine warranties and service plans (if any), auxiliary power unit warranties and service plans (if any), avionics warranties and service plans (if any), wiring diagrams, drawings and data. "Aircraft Documents" shall not include any flight logs or records containing Seller's confidential or proprietary information unrelated to the physical condition or maintenance of an Aircraft, including passenger manifests, pilot assignments or financial, tax or accounting records.

"Aircraft Protocol" means the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001, at a diplomatic conference in Cape Town, South Africa.

"Aircraft Specification" means the Aircraft Specification set forth in Exhibit A attached hereto.

"Business Day" means a day on which banks are open for general business in London and New York.

"Cape Town Convention" means, collectively, the Convention and the Aircraft Protocol.

"Closing" means the consummation of the purchase and sale transaction of the Aircraft contemplated by this Agreement.

"Closing Date" means the date the Closing occurs.

"Contract of Sale" has the meaning given to it in the Convention.

"Convention" means the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001, at a diplomatic conference in Cape Town, South Africa.

"Damage" means, in relation to an Aircraft, damage that requires a major repair within the definition of Appendix A or Appendix B of the FAR's, Part 43, or the completion of an FAA Form 337, or for which an insurance claim is filed by Seller.

"Delivery Location" means Bruntingthorpe Aerodrome, Lutterworth, LE17 5QS, England or such other location in the United Kingdom as Purchaser, acting reasonably, may elect and to which Seller, acting reasonably, may consent.

"Delivery Receipt" means an Aircraft Delivery Receipt in the form of Exhibit D attached hereto.

"Escrow Agent" means Insured Aircraft Title Service, Inc., 4848 SW 36th Street, Oklahoma City, 73179, The United States of America.

"FAA" means the United States Federal Aviation Administration.

"FAA Bill of Sale" means an AC Form 8050-2 Aircraft Bill of Sale.

"FAR's" means the Federal Aviation Regulations, as amended from time to time.

"Inspections" means Purchaser's pre-purchase inspection of an Aircraft in accordance with Sections 3.2 and 3.4 hereof.

"Inspection Workscope" means those tests and inspections described on Exhibit B attached hereto.

"Inspection Facility" means the facilities at the Delivery Location.

"International Interest" has the meaning given to it in the Convention.

"International Registry" means the international registry located in Dublin, Ireland, established pursuant to the Cape Town Convention.

"International Registry Procedures" means the official English language text of the Procedures of the International Registry issued by the supervisory authority thereof pursuant to the Cape Town Convention.

"International Registry Regulations" means the official English language text of the Regulations of the International Registry issued by the supervisory authority thereof pursuant to the Cape Town Convention.

"Inventory Listing" means an inventory of parts, loose equipment, engine covers, tool kits, and spares, if any, pertaining to an Airframe, Engine and/or APU to be prepared jointly by Purchaser and Seller during the Inspection as more particularly set out in Exhibit F.

"Lien" means any lien, mortgage, security interest, lease or other charge or encumbrance or claim or right of others, including, without limitation, rights of others under any engine or parts interchange, loan, lease, or pooling agreement and any International Interests.

"Parties" means the parties to this Agreement.

"Purchase Price" means the amount of Three Million Five Hundred Thousand and 00/100 United States Dollars (US$3,500,000.00), represented by the Shares.

"Report" means the report of discrepancies prepared by the Inspection Facility in connection with the Inspection.

"Shares" means [6,730,770] shares of the authorized share capital of Tempus Applied Solutions Holdings, Inc.

"Share Transfer Forms" means share transfer forms in respect of the transfer of title to the Shares.

"Technical Acceptance Letter" means a Technical Acceptance Letter in the form of Exhibit C attached hereto.

"Warranty Bill of Sale" means a Warranty Bill of Sale for each Aircraft in the form of Exhibit E attached hereto executed by Seller in favor of Purchaser (or Purchaser's designee).

ARTICLE II. AGREEMENT TO BUY AND SELL

ARTICLE III. AIRCRAFT CONDITION AND INSPECTION

Purchaser's failure to deliver a Technical Acceptance Letter within two (2) Business Days after completion of the Inspection and receipt of the final written Report from the Inspection Facility shall be deemed a Purchaser's rejection of the relevant and all other Aircraft.

ARTICLE IV. CLOSING PROCEDURES

THE PRE-POSITIONING OF ANY DOCUMENT OR THE SHARE TRANSFER FORMS WITH THE ESCROW AGENT IS FOR THE CONVENIENCE OF THE PARTIES ONLY SO THAT THEY MAY BE RELEASED AT THE ORAL OR WRITTEN DIRECTION OF THE DEPOSITING PARTIES FOLLOWING SATISFACTION OF ANY CONDITIONS CONTAINED HEREIN, AND SHALL NOT BE CONSTRUED AS OR IMPLY ACCEPTANCE OF ANY AIRCRAFT OR CONVEYANCE OF TITLE THERETO, WHICH MAY ONLY OCCUR AS SPECIFICALLY PROVIDED IN THIS AGREEMENT.

ARTICLE V. REPRESENTATIONS AND WARRANTIES

ARTICLE VI. DISCLAIMER

ARTICLE VII. MISCELLANEOUS

other Maintenance Program Contracts or Warranties in place with respect to the Aircraft, to the best of Seller's information and belief.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned Parties have caused this Aircraft Purchase Agreement to be executed, delivered and effective as of the date first above written.

CONSENT AND JOINDER OF ESCROW AGENT

Purchaser and Seller have appointed the Escrow Agent as document holder and stakeholder for the sale and purchase of each Aircraft, and the Escrow Agent accepts such appointment for and in consideration of escrow fees set out below. The Parties acknowledge that the Escrow Agent is acting as a document holder and stakeholder only, its duties being purely ministerial, at their request and for their convenience, that in such role the Escrow Agent shall not be deemed to be the agent or trustee for either of the Parties, and that the Escrow Agent shall not be liable to either of the Parties for any act or omission done in good faith unless it involves willful misconduct or gross negligence on its part. Escrow Agent confirms that the Share Transfer Forms are being held exclusively with respect to the sale of the Aircraft by Seller to Purchaser as contemplated by this Agreement and for no other transaction and no other person and to treat the Share Transfer Forms solely as Purchaser may direct in writing.

The undersigned does hereby consent to and join in the foregoing Agreement, hereby agreeing to act as the Escrow Agent and to perform and discharge all of the duties and obligations of the Escrow Agent as set forth in such Agreement strictly in accordance with the terms thereof.

The Escrow Fees shall be a total of US$[•], and Purchaser and Seller shall each be responsible for one-half (1/2) of said total.

Executed and delivered this __day of August, 2017.

Exhibit A

AIRCRAFT SPECIFICATION

Exhibit B

INSPECTION WORKSCOPE

The following terms shall govern the Pre-Purchase Inspection as set forth and provided for in Sections 3.2, 3.2, and 3.4:

(A) Purchaser, or Purchaser's designated agent for performance of the Inspection, shall have full and unfettered access to the Aircraft. As necessary to accomplish the inspection, Purchaser may remove or open all necessary inspection plates, access doors, fairing, and cowling, as reasonably necessary to observer and/or assess all essential aircraft systems, and specifically, the following systems and/or Aircraft components:

(1) Skin – for deterioration, distortion, evidence of failure, or defective or insecure attachment of fittings.

(2) Systems and components – for improper installation, apparent defects, and unsatisfactory operation.

(3) Envelope, gas bags, ballast tanks, and related parts – for poor condition.

(4) Cabin and Cockpit Group:

(a)   Generally – for uncleanliness and loose equipment that might foul the controls.

(b) Seats and safety belts – for poor condition and apparent defects.

(c)   Windows and windshields – for deterioration and breakage.

(d) Instruments – for poor condition, mounting, marking, and (where practicable) improper operation.

(e)   Flight and engine controls – for improper installation and improper operation.

(f)   Batteries – for improper installation and improper charge.

(g) All systems – for improper installation, poor general condition, apparent and obvious defects, and insecurity of attachment.

(5) Engine and Nacelle Group:

(a)   Engine section – for visual evidence of excessive oil, fuel, or hydraulic leaks, and sources of such leaks.

(b) Studs and nuts – for improper torqueing and obvious defects.

(c) Internal engine – for cylinder compression and for metal particles or foreign matter on screens and sump drain plugs. If there is weak cylinder compression, for improper internal condition and improper internal tolerances.

(d) Engine mount – for cracks, looseness of mounting, and looseness of engine to mount.

(e) Flexible vibration dampeners – for poor condition and deterioration.

(f) Engine controls – for defects, improper travel, and improper safe tying.

(g) Lines, hoses, and clamps – for leaks, improper condition and looseness.

(h) Exhaust stacks – for cracks, defects, and improper attachment.

(I) Accessories – for apparent defects in security of mounting.

(j) All systems – for improper installation, poor general condition, defects, and insecure attachment.

(k)Cowling – for cracks, and defects.

(6) Landing Gear Group:

(a) All units – for poor condition and insecurity of attachment.

(b) Shock absorbing devices – for improper oleo fluid level.

(c) Linkages, trusses, and members – for undue or excessive wear fatigue, and distortion.

(d) Retracting and locking mechanism – for improper operation.

(e) Hydraulic lines – for leakage.

(f) Electrical system – for chafing and improper operation of switches.

(g) Wheels – for cracks, defects, and condition of bearings.

(h) Tires – for wear and cuts.

(i) Brakes – for improper adjustment.

(7) All components of the wing and center section assembly for poor general condition, skin deterioration, distortion, evidence of failure, or insecurity of attachment, including any anti-icing devices, for improper operation or obvious defects.

(8) All components and systems that make up the complete empennage assembly for poor general condition, skin deterioration, distortion, evidence of failure, insecure attachment, improper component installation, and improper component operation.

(9) Radio Group:

(a)   Radio and electronic equipment – for improper installation and insecure mounting.

(b) Wiring and conduits – for improper routing, insecure mounting, or obvious defects.

(c)   Bonding and shielding – for improper installation and poor condition.

(d) Antenna including trailing antenna – for poor condition, insecure mounting, and improper operation.

(B) Purchaser may otherwise inspect each installed miscellaneous item that is not otherwise covered by the above listing for improper installation or improper operation. However, and in NO CASE may Purchaser or Purchaser's agent(s) engage in any inspection procedure or undertaking which is destructive in any manner to the aircraft, or from which it is not readily and immediately capable of restoring the Aircraft to its prior and Pre-Inspection condition.

(C) This Exhibit B / Inspection Workscope is intended only to identify those Aircraft systems and components which Purchaser may review, assess, and/or inspect as part of the Pre-Purchase Inspection. It is not intended as any Representation or Warranty as to the condition or fitness of any Aircraft system or component for any purpose, and does not in any way alter the terms of this Aircraft Purchase Agreement which provide for the sale of the Aircraft in an "AS-IS / WHERE-IS" Condition.

EXHIBIT 2

ADDENDUM TO AIRCRAFT PURCHASE AGREEMENT

In consideration of the mutual benefits to be conferred, Tempus Applied Solutions Holdings, Inc. ("TEMPUS") and ME Aviation Services, LLC ("ME") agree that the Aircraft Purchase Agreement dated August 11, 2017 (the "APA") is hereby modified as follows:

ADDENDUM TO AIRCRAFT PURCHASE AGREEMENT

The mutual benefits to be conferred, Tempus Applied Solutions Holdings, Inc. (“TEMPUS”) and ME Aviation Services, LLC (“ME”) agree that the Aircraft Purchase Agreement dated August 11, 2017 (the “APA”) is hereby modified as follows: