UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
Mark One
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-14519
Date of Report: April 15, 2011
BALTIA AIR LINES, INC.
(Exact name of Registrant as specified in its charter)
NEW YORK 11-2989648
(State of Incorporation) (IRS Employer Identification No.)
63-25 SAUNDERS STREET, SUITE 7 I, REGO PARK, NY 11374
(Address of principal executive offices)
Registrant's telephone number, including area code: (718) 275-5205
Title of each class Name of each Exchange
on which registered
-None- -None-
Securities Registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 Par Value
(Title of Class)
Indicate by check mark if the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the Registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the Registrant (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act of 1934).
Yes [ ] No [X]
The aggregate market value of the voting common equity held by
non-affiliates as of June 30, 2010 is $20,913,294.
The number of shares of the registrant's common stock outstanding as of
April 7, 2011 was 1,150,636,026.
TABLE OF CONTENTS
PART 1
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Information
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statement Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting
And Financial Disclosures
Item 9A Controls and Procedures
Item 9B Other Information
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statements
PART I
Item 1. Business.
Baltia Air Lines, Inc. (the "Company" or "Baltia" or "Baltia Air Lines")
is the only Part 121 (heavy jet operator) start-up airline in the United
States today that has received Government fitness approval. Baltia is
currently conducting the FAA Air Carrier Certification. Baltia Air Lines,
Inc. is a New York State corporation.
On December 19, 2008, the U.S. Department of Transportation (DOT) issued
its Order to Show Cause, finding that Baltia Air Lines is fit, willing
and able to engage in international air transport of persons, property
and mail. Baltia was awarded the non-stop route from JFK International
Airport, New York, New York to Pulkovo International Airport, St.
Petersburg Russia. Baltia was also authorized for worldwide charter
services. Baltia had filed its application with the DOT in October 2007.
On March 20, 2009 the DOT awarded Baltia Air Lines its initial
frequencies for flights from JFK to St. Petersburg
On August 18, 2009, the Company purchased its first Boeing 747 aircraft
from Logistic Air, Inc.
In the first quarter of 2010, we leased engines on a power by the hour
basis from Logistic Air, Inc.
Baltia Air Line's operations are based at Terminal 4, JFK. We have made
key operating arrangements at JFK and other service arrangements are in
the process of being made.
In the first quarter of 2010, Baltia leased its station facilities from
Pulkovo Airport, entered into a fuelling agreement with SOVEX (the
exclusive fueling company at Pulkovo Airport), entered into agreement
with Pulkovo Caro facility and customs for cargo processing, and entered
into a ground servicing agreement with Pulkovo Airport.
In April of 2010, we received additional space at JFK, Terminal 4.
In the last quarter of 2010, we purchased our second Boeing 747 aircraft
from Kalitta Air.
Baltia currently carries $500,000,000 aircraft liability insurance, and
has placed $1.2 billion airline liability insurance through JLT Aerospace
meeting the regulatory requirement in preparation for the commencement of
revenue service.
Baltia is currently conducting the FAA Air Carrier Certification process
under Part 121.
Upon completion of the Air Carrier Certification, Baltia intends to
commence scheduled non-stop service from its Base of Operations at
Terminal 4, JFK Int'l Airport in New York to Pulkovo II Int'l Airport of
St. Petersburg.
Baltia Air Lines, Inc. was organized in the State of New York on August
24, 1989.
Following the commencement of service on the JFK-St. Petersburg route,
Baltia's objective is to develop its route network to Russia, Latvia,
Ukraine, and Belarus.
Baltia intends to provide full service, i.e. passenger, cargo and mail,
and will not be dependent upon one or a few major customers. Baltia has two
registered trademarks "BALTIA" and "VOYAGER CLASS" and five trademarks
are subject to registration.
There is currently no non-stop service from JFK to St. Petersburg.
Connecting service is provided mainly by foreign carriers. Finnair,
Lufthansa and SAS are the leading competitors in the US-Russia market.
KLM, British Airways, Air France, Austrian Airlines, and Swiss
International also provide service. However, foreign carriers are
required to have intermediate stops at transit airports in their
respective countries (Helsinki, Frankfurt, Stockholm, Copenhagen, etc.)
because they are "third nation" airlines and as such cannot fly directly
between the US and Russia (only a US airline as well as a reciprocating
Russian airline is eligible to fly nonstop). Delta and two Russian
airlines, Aeroflot and Transaero, currently operate between JFK and
Moscow. With the exception of the JFK-Moscow route, there exists no non-
stop competitive air transportation service on the routes for which
Baltia can reapply.
Baltia's objective is to establish itself as the leading non-stop carrier
in the market niche over the North Atlantic with operations that are
profitable and growing over time. In order to accomplish this objective,
we intend to establish and maintain high quality service standards which
we believe will be competitive with the European airlines currently
providing connecting flights. Baltia does not expect to be in direct
competition with deep discount airlines, including several East European
airlines and the offspring of the former Soviet airline Aeroflot, which
provide connecting flights.
Baltia intends to provide First, Business, and Voyager Class
accommodations. Baltia's passenger market strategy is tailored to
particular preferences of the various segments of its customer base, with
marketing attention particularly focused on American business travelers
with interests in Russia who require high quality, non-stop service from
the US to Russia.
Baltia's initial marketing strategy is based on existing agencies
specializing in the market, selected travel and business publications,
supplemented by direct mailings to corporate travel planners, and
individual American businesses that are currently involved in Russia.
Soon after the inauguration of flight service, Baltia plans to implement
its frequent flyer program. As the marketing matures, Baltia plans to
advertise to the general public throughout the US, and in Russia. Baltia
also plans to sponsor selected industry and trade events in the US and in
St. Petersburg.
Baltia intends to provide customer service and reservations centers in
New York and in St. Petersburg, to list Baltia's schedules and tariffs in
the Official Airline Guide, and provide world-wide access to reservations
on Baltia's flights through a major Computer Reservations and Ticketing
System ("CRS").
The Company intends to activate its reservations service when the DOT
issues its order authorizing Baltia to sell tickets (expected to be
approximately 30 to 45 days before the inaugural flight).
Baltia has identified the following market segments in the U.S.-Russia
market: (i) Business Travelers, (ii) General Tourism, (iii) Ethnic
Travelers, (iv) Special Interest Groups, (v) Professional Exchanges, and
(vi) Government and Diplomatic Travel.
Baltia believes that the direct non-stop service to be offered by it will
be superior to the stop-over service currently offered by foreign
airlines. A comparison between the two services with respect to
passenger convenience and cargo transport efficiency is set forth below.
BALTIA - US flag, non-stop service:
With non-stop service, a passenger can fly from JFK to St. Petersburg in
about 8 hours in a Boeing B747 wide body airplane. Cargo arrives
containerized, palletized, and secure.
Foreign, stop-over journeys:
With stop-over service, it would take a passenger 10 to 18 hours to fly
through Helsinki, Copenhagen, Moscow, or Frankfurt on a foreign carrier.
In addition, passengers must change to narrow-body aircraft at a layover
airport. Cargo is "broken up" and manually loaded onto narrow-body
aircraft, or trucked from Helsinki.
Baltia plans to operate efficiently and provide consistent high quality
service to passengers and cargo shippers alike in order to establish the
Company as the preferred airline in the market in comparison to its
competitors. The Company also plans to use targeted marketing of its
service to maintain and grow its market share.
Because of the increased reliability and comfort of a non-stop flight,
Baltia expects to capture a portion of the existing traffic. Further, US
government traffic is required by law (Fly America Act) to fly on a US
Flag carrier when service is available.
With the Boeing 747 true wide-body aircraft Baltia intends to provide
cargo service from JFK to St. Petersburg, offering containers, pallets,
and block space arrangements. Baltia expects to carry contract cargo for
express shippers. Baltia also plans to market its own "Baltia Courier",
"Baltia Express", and "Baltia Priority" express service for letters and
packages. Baltia also expects revenues from diplomatic mail and cargo,
under the Fly America Act.
Baltia has passenger service and ground service arrangements at JFK and
at Pulkovo II Airport in St. Petersburg. As a US carrier flying into a
foreign country, Baltia will be eligible to the same degree of priority
that a foreign carrier receives when arriving in the US.
Baltia intends to start the JFK-St. Petersburg service with one round-
trip flight per week, then increase the frequency to three round trips,
and then to five round trips, within a four-month period.
Baltia has been preparing standards for service. The care taken in
establishing high standards has implications beyond the launching of the
JFK-St. Petersburg flight. Baltia plans to build operating modules and
apply that know-how to develop new markets. Once established, Baltia
plans to duplicate its JFK-St. Petersburg standards on flights on other
transatlantic routes. By the end of year one, Baltia plans to introduce
three additional aircraft.
Additional revenues from charter flying. In conjunction with its Part 121
air carrier certification ("Part 121"), (referring to a Federal Aviation
Regulations' number, is an industry acronym used to describe a US airline
operating heavy jet aircraft) for scheduled service, Baltia intends to
seek certification for world wide charter service. Following
certification, Baltia plans to utilize aircraft time available between
scheduled service, to earn additional revenues from charters. We are also
considering qualifying our aircraft for military contracts.
The Company will carry airline liability insurance as required for a US
airline by DOT regulation.
As of December 31, 2010, Baltia had twenty full-time employees and
fifteen part-time employees. Baltia's staff includes professionals who
have extensive major US airline experience in aircraft maintenance,
airline operations, airline regulatory compliance, reservation, info
technology, passenger service, and administration.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the
information under this item.
Item 1B. Unresolved Staff Comments.
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the
information under this item.
Item 2. Properties.
The Company rents space for its headquarters at 63-25 Saunders Street,
Suite 7I, Rego Park, New York 11374, and leases operations space at
Concourse A, Terminal 4, JFK International Airport, at monthly rents of
$1,362 and $26,370, respectively. The Company believes its property is
adequate to launch its services and the Company expects to increase space
within the first few months of operations.
Item 3. Legal Proceedings.
None.
Item 4. Reserved
PART II.
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
The following table sets forth the high and low sales prices, as quoted
by the OTCBB, for our common stock for each quarter during our two most
recent fiscal years ended December 31, 2009 and 2010. These quotations
reflect inter-dealers prices, without retail mark-ups, mark-downs or
commissions, and may not represent actual transactions.
Fiscal Quarter Ended High Low
--------------------------- --------------- ----------------
March 31, 2009 .06 .03
June 30, 2009 .04 .02
September 30, 2009 .04 .02
December 31, 2009 .11 .02
March 31, 2010 .09 .08
June 30, 2010 .08 .04
September 30, 2010 .08 .04
December 31, 2010 .05 .04
The Company currently estimates that there are approximately 1,000
holders of record of its common stock. Given its continuing need to
retain any earnings to fund its future operations and desired growth, the
Company has not declared or paid, nor does it currently anticipate
declaring or paying for the foreseeable future, any dividends on the
Company's common stock.
The Company currently has no equity compensation plans, no written
purchase, savings, option, bonus, appreciation, profit sharing, thrift,
incentive, pension or similar plan or written compensation contracts.
Item 6. Selected Financial Information.
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the
information under this item.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion includes certain forward-looking statements
within the meaning of the safe harbor protections of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Statements that include words such as
"believe," "expect," "should," intend," "may," "anticipate," "likely,"
"contingent," "could," "may," or other future-oriented statements, are
forward-looking statements. Such forward-looking statements include, but
are not limited to, statements regarding our business plans, strategies
and objectives, and, in particular, statements referring to our
expectations regarding our ability to continue as a going concern,
generate increased market awareness of, and demand for, our service,
realize profitability and positive cash flow, and timely obtain required
financing. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ from anticipated
results. The forward-looking statements are based on our current
expectations and what we believe are reasonable assumptions given our
knowledge of the markets; however, our actual performance, results and
achievements could differ materially from those expressed in, or implied
by, these forward-looking statements.
Our fiscal year ends on December 31. References to a fiscal year refer to
the calendar year in which such fiscal year ends.
OVERVIEW
The Company was organized in the State of New York on August 24, 1989.
Its objective is to provide scheduled air transportation from the U.S. to
Russia, and former Soviet Union countries.
Baltia is currently conducting the FAA Air Carrier Certification
process. Upon completion of the Air Carrier Certification, Baltia
intends to commence scheduled non-stop service from its Base of
Operations at Terminal 4, JFK Int'l Airport in New York to Pulkovo II
Int'l Airport of St. Petersburg.
Baltia intends to provide full service, i.e. passenger, cargo and mail,
and will not be dependent upon one or a few major customers. Baltia has
two registered trademarks "BALTIA" and "VOYAGER CLASS" and five
trademarks subject to registration.
The accompanying consolidated financial statements have been prepared on
a going concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. The
Company has capital which management believes is sufficient to start
revenue operations on the JFK-St. Petersburg route. The Company's
operational success may be dependent upon its timely procuring
significant external debt and/or equity financing to fund its immediate
and nearer-term operations, and subsequently realizing operating cash
flows from ticket sales sufficient to sustain its longer-term operations
and growth initiatives.
PLAN OF OPERATION
We believe that we have sufficient capital to commence revenue flight
operations. During 2010 and into 2011 we continued to finance our
operations through the issuance of our common stock. Until revenue
operations begin, our monthly expenditures for administrative and
regulatory compliance can be controlled at about $100,000-$200,000. Based
on current reserves we believe we have sufficient capital to support our
development stage operations through the end of 2011.
In 2011 we plan to raise $3 to $5 mm in additional financing in order to
support revenue flight operations. Based on our prior experience with
certification and current preparations management believes that the
launch budget, previously reviewed by the DOT, will be adequate to
complete certification and to commence flight service. Approximately
$1,500,000 is budgeted for certification tasks, and $500,000 for general
and administrative expenses. At the time flight service is inaugurated
the Company plans to have approximately 20 management and 45 staff
personnel.
There can be no assurance that additional financing will be available on
terms favorable to us or at all. If adequate funds are not available or
are not available on acceptable terms, we may not be able to fund
operations.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of
operations are based upon our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the U.S. The
preparation of our financial statements requires us to make certain
estimates, judgments and assumptions that affect the reported amounts of
assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Our estimates, judgments and assumptions are
continually re-evaluated based upon available information and experience.
Because of the use
of estimates inherent in the financial reporting process, actual results
could differ from those estimates. Areas in which significant judgment
and estimates are used include, but are not limited to valuation of long
lives assets and deferred income taxes.
Valuation of Long-Lived Assets: We review the recoverability of our long-
lived assets, including buildings, equipment and intangible assets, when
events or changes in circumstances occur that indicate that the carrying
value of the asset may not be recoverable. The assessment of possible
impairment is based on our ability to recover the carrying value of the
asset from the expected future pre-tax cash flows (undiscounted and
without interest charges) of the related operations. If these cash flows
are less than the carrying value of such asset, an impairment loss is
recognized for the difference between estimated fair value and carrying
value. Our primary measure of fair value is based on discounted cash
flows. The measurement of impairment requires management to make
estimates of these cash flows related to long-lived assets, as well as
other fair value determinations.
We amortize the costs of other intangibles (excluding goodwill) over
their estimated useful lives unless such lives are deemed indefinite.
Amortizable intangible assets are tested for impairment based on
undiscounted cash flows and, if impaired, written down to fair value
based on either discounted cash flows or appraised values. Intangible
assets with indefinite lives are tested for impairment, at least
annually, and written down to fair value as required.
Stock-Based Compensation Plans: Stock-based awards are accounted for
using the fair value method in accordance with SFAS No. 123R, Accounting
for Stock-Based Compensation, and EITF Issue No. 96-18, Accounting for
Equity Instruments that are Issued to Other Than Employees for Acquiring,
or in Conjunction with Selling Goods or Services. Our primary type of
share-based compensation consists of stock options. We use the Black-
Scholes option pricing model in valuing options. The inputs for the
valuation analysis of the options include the market value of the
Company's common stock, the estimated volatility of the Company's common
stock, the exercise price of the warrants and the risk free interest rate.
Year Interest Dividend Expected Expected Life
Rate Yield Volatility in Years
2010 4.4 0.00 200 1
2009 4.4 0.00 200 5
Income Taxes: We must make certain estimates and judgments in determining
income tax expense for financial statement purposes. These estimates and
judgments occur in the calculation of certain tax assets and liabilities,
which arise from differences in the timing of recognition of revenue and
expense for tax and financial statement purposes.
Deferred income taxes are recorded in accordance with ASC 740, Accounting
for Income Taxes. Under ASC 740, deferred tax assets and liabilities are
determined based on the differences between financial reporting and the
tax basis of assets and liabilities using the tax rates and laws in
effect when the differences are expected to reverse. SFAS 109 provides
for the recognition of deferred tax assets if realization of such assets
is more likely than not to occur. Realization of our net deferred tax
assets is dependent upon our generating sufficient taxable income in
future years in appropriate tax jurisdictions to realize benefit from the
reversal of temporary differences and from net operating loss, or NOL,
carry-forwards.
We have determined it more likely than not that these timing differences
will not materialize and have provided a valuation allowance against
substantially all of our net deferred tax asset. Management will continue
to evaluate the realizability of the deferred tax asset and its related
valuation allowance. If our assessment of the deferred tax assets or the
corresponding valuation allowance were to change, we would record the
related adjustment to income during the period in which we make the
determination. Our tax rate may also vary based on our results and the
mix of income or loss in domestic and foreign tax jurisdictions in which
we operate.
In addition, the calculation of our tax liabilities involves dealing with
uncertainties in the application of complex tax regulations. We recognize
liabilities for anticipated tax audit issues in the U.S. and other tax
jurisdictions based on our estimate of whether, and to the extent to
which, additional taxes will be due. If we ultimately determine that
payment of these amounts is unnecessary, we will reverse the liability
and recognize a tax benefit during the period in which we determine that
the liability is no longer necessary. We will record an additional charge
in our provision for taxes in the period in which we determine that the
recorded tax liability is less than we expect the ultimate assessment to
be.
RESULTS OF OPERATIONS
We had no revenues during the fiscal years ended December 31, 2010 and
2009 because we do not fly any aircraft and cannot sell tickets.
Our general and administrative expenses increased $7,157,362 to
$18,560,838 during fiscal year ended December 31, 2010 as compared to
$11,403,476 during the fiscal year ended December 31, 2009. This increase
is mainly the result of conducting air carrier certification.
Primarily as a result of the foregoing, we incurred a net loss of
$19,391,684 during the fiscal year ended December 31, 2010 as compared to
a net loss of $12,172,463 during the fiscal year ended December 31, 2009.
Our future ability to achieve profitability in any given future fiscal
period remains highly contingent upon us beginning flight operations. Our
ability to realize revenue from flight operations in any given future
fiscal period remains highly contingent upon us obtaining significant
equity infusions and/or long-term debt financing sufficient to fund
initial operations. Even if we were to be successful in procuring such
funding, there can be no assurance that we will be successful in
commencing revenue operations or, if commenced, that such operations
would be profitable.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we have incurred substantial operating and net
losses, as well as negative operating cash flows. As of December 31,
2010, we had cash of $52,840 and our stockholders' equity was $2,286,953.
This reflects a decrease in cash and an increase in equity from December
31, 2009 when our cash was $1,439,897 and our stockholders' equity was
$1,999,201.
Our operating activities utilized $4,408,364 in cash during the fiscal
year ended December 31, 2010, an increase of $2,027,215 from the
$2,381,149 in cash utilized during the fiscal year ended December 31,
2009.
Our financing activities provided $5,527,454 and $3,701,900 in cash
during the fiscal year ended December 31, 2010 and 2009, respectively.
In the last quarter of 1010, Eastern Construction & Electric, Inc, a
company operated by our Director Vick Luis Bolanos, lent us $1,150,000 to
pay for the second B747 aircraft purchase to Kalitta Air. The loan is
repayable in two years once we have earned $4,000,000 in operating profit
or received same amount from investment in the open market.
We had no significant planned capital expenditures, budgeted or
otherwise, as of December 31, 2010, except for an investment of
approximately $350,000 in our aircraft avionics upgrades and
approximately $800,000 in the aircraft's scheduled maintenance this year.
Off-Balance Sheet Arrangements: We do not have any off-balance
sheet arrangements which have, or are reasonably likely to have,
an effect on our financial condition, financial statements,
revenues or expenses.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the
information under this item.
Item 8. Financial Statement Supplementary Data.
None.
Item 9. Changes in and Disagreements with Accountants on Accounting
And Financial Disclosures
We have changed our accountants because our previously engaged registered
accountant has been recently determined not to be independent within the
terms of the applicable regulations. Due to this change, our financial
statements have not been audited to date, and the Company will be filing
an amended Annual Report when such audit is completed. Because of this,
the financial statements are presented herein as the Company's best
current information and should not be relied upon until said amended
report is filed. The Company has had no disagreements with either the
past or present registered accounting firms.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. As of the end of the
period covered by this report, we conducted an evaluation under the
supervision and with the participation of our chief executive officer and
chief financial officer of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based
upon this evaluation, our chief executive officer and chief financial
officer concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in
the Commission's rules and forms.
Management's Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act). Our internal control over financial reporting is
a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes of accounting principles generally
accepted in the United States.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance
of achieving their control objectives.
Our management evaluated the effectiveness of our internal control over
financial reporting as of December 31, 2010. In making this assessment,
our management used the COSO framework, an integrated framework for the
evaluation of internal controls issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, our
management concluded that, as of December 31, 2010, our internal control
over financial reporting was effective.
This annual report does not include an attestation report of our
registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation
by our registered public accounting firm pursuant to temporary rules of
the SEC that permit the company to provide only management's report in
this annual report.
Changes in Internal Control Over Financial Reporting. There was no
change in our internal controls or in other factors that could affect
these controls during our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal
control over financial reporting. While existing controls may be adequate
at present, upon the commencement of flight revenue service we intend to
implement controls appropriate for airline operations.
Item 9B. Other Information.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The following table summarizes certain information with respect
to the executive officers and directors of the board :
Name Age Position
Igor Dmitrowsky . . . . 56 President, CEO, CFO, Chairman of the Board
Russell Thal . . . . . 76 Executive Vice President
Barry Clare . . . . . . 52 Vice President Finance
Walter Kaplinsky . . . 73 Secretary, Director
Andris Rukmanis . . . . 49 Vice President Europe, Director
Vick Luis Bolanos ... 51 Director
Our directors serve until the next annual meeting and until their
successors are elected and qualified. Our officers are appointed to serve
for one year until the meeting of the board of directors following the
annual meeting of stockholders and until their successors have been
elected and qualified. There are no family relationships between any of
our directors or officers.
Igor Dmitrowsky, President, Chief Executive Officer and CFO, founded the
Company and served as Chairman of the Board from its inception in August
24, 1989 to date. Mr. Dmitrowsky, a US citizen, born in Riga, Latvia,
attended the State University of Latvia from 1972 to 1974 and Queens
College from 1976 through 1979. In 979, he founded American Kefir
Corporation, a dairy distribution company, which completed a public
offering in 1986, and from which he retired in 1987. Mr. Dmitrowsky
has financed aircraft and automotive projects, speaks fluent Latvian
and Russian, and has traveled extensively in the republics of the
former Soviet Union. In 1990, he testified before the House Aviation
Subcommittee on the implementation of United States' aviation
authorities by US airlines.
Russell Thal, a US citizen, is the Company's Executive Vice President.
Mr. Thal joined the Company in 2000. From 1981 to 2000 he was Chairman of
Compuflight, Inc., an airline flight planning firm. From 1980 to 1981 he
was Director of Stations for New York Air.
Barry Clare, a US citizen, is the Company's Vice President of Finance.
Mr. Clare joined the Company in 2006. Mr. Clare has been instrumental
in helping finance the Company From 2001 to 2004 has was Chief Operating
Officer for Advance Plant Pharmaceuticals, Inc. From 1995 to 1997 Mr.
Clare served as vice president of Intermediaries, Inc., an investment
banking firm.
Walter Kaplinsky, a US citizen, has been with the Company since 1990.
Mr. Kaplinsky has been corporate secretary since 1993. In 1979, together
with Mr. Dmitrowsky, Mr. Kaplinsky was one of the co-founders of American
Kefir Corporation, where from 1979 through 1982, Mr. Kaplinsky served
as secretary and vice president.
Andris Rukmanis, a citizen of Latvia, is the Company's Vice President in
Europe. Mr. Rukmanis joined the Company in 1989. In Latvia, Mr. Rukmanis
has worked as an attorney specializing in business law. From 1988
through 1989, he was Senior Legal Counsel for the Town of Adazhi in
Riga County, Latvia. From 1989 to 1990, he served as Deputy Mayor of Adazhi.
Vick Luis Bolanos, a US citizen, joined the Company's Board as a Director
in 2009. Mr. Bolanos is President of Eastern Construction & Electric,
Inc., since 1992.
Item 11. Executive Compensation.
No cash compensation has been paid to our executive officers during the
fiscal years ended December 31, 2009 and 2010
During the fiscal year ended December 31, 2010, 100,000,000 options were
granted to Igor Dmitrowsky.
During the fiscal year ended December 31, 2010, 80,000,000 common stock
options were exercised by Igor Dmitrowsky.
EMPLOYMENT AGREEMENTS
The Company has no individual employment agreements with any of its
executive officers or employees.
Future Compensation of Executive Officers
The board of directors approves salaries for the Company's executive
officers as well as the Company's overall salary structure. For year one
following the closing of financing sufficient to commence flight
operations, the rate of compensation for the Company's executive officers
is expected to be:(i) President $198,000, Executive Vice President
$130,000, Vice President Finance $120,000, (ii) Vice President Marketing
$110,000,and (iii) Vice President Europe $90,000. Board directors are
not presently compensated and shall receive no compensation prior to
commencement of revenue service.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
As of April 7, 2011, there were 1,150,636,026 shares of common stock, par
value $0.0001 outstanding. The following table sets forth, as of
December 31, 2010, the ownership of the Company's Common Stock by (i)each
director and officers of the Company, (ii) all executive officers and
directors of the Company as a group, and (iii) all other persons known to
the Company to own more than 5 of the Company's Common Stock. Each
person named in the table has or shares voting and investment power with
respect to all shares shown as beneficially owned by such person.
Common Shares
Beneficially Owned Percent of Total
Outstanding
Directors and Officers
Igor Dmitrowsky . . . . . . 339,422,825 40.39
63-26 Saunders St., Suite 7I
Rego Park, NY 11374
Russell Thal . . . . . . . . 11,150,000 1.32
26 Ridge Drive
Port Washington, NY 11050
Barry Clare . . . . . . . . 71,200,000 8.47
16 Birchwood Park Court
Jericho, NY 11753
Vick Luis Bolanos ...... 72,000,000 8.57
633 Monroe St.
Riverside, NJ 08075
Walter Kaplinsky . . . . . 9,717,294 1.15
2000 Quentin Rd.
Brooklyn, NY 11229
Andris Rukmanis . . . . . . 4,768,750 0.56
Kundzinsala, 8 Linija 9.
Riga, Latvia LV-1005
Shares of all directors and 508,258,869 60.49
executive officers as a
group (5 persons)
Item 13. Certain Relationships and Related Transactions.
None.
Item 14. Principal Accountant Fees and Services.
In 2010, 2009 and 2008 the Company paid its independent accountant $7,000
for services in providing an audit of the previous year. All other
Company accounting and tax preparations have been done in house.
PART IV.
Item 15. Exhibits and Financial Statements.
3.1 Certificate of Incorporation of Baltia Air Lines, Inc. (incorporated
by reference to Exhibit 3.1 to Form 10-KSB filed on May 19, 2005)
3.2 Bylaws of Baltia Air Lines, Inc. (incorporated by reference to
Exhibit 3.2 to Form S-8 filed on December 19, 2001).
31.1 Certification by Chief Executive Officer and Chief Financial Officer
pursuant to Sarbanes-Oxley Section 302, provided herewith.
32.1 Certification by Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S. C. Section 1350, provided herewith.
APPENDIX A.
Baltia Air Lines, Inc.
(A Development Stage Company)
Financial Statements
For the Years Ended December 31, 2010 and 2009 (UNAUDITED)
Table of Contents
Page(s)
Report of Independent Registered Accounting firm: Omitted F-1
Balance Sheets as of December 31, 2010 and 2009 F-2
Statements of Operations for the years ended
December 31, 2010 and 2009, and the period August 29,
1989 (inception) to December 31, 2010 F-3
Statements of Cash Flows for the years ended
December 31, 2010 and 2009, and the period August
29, 1989 (inception) to December 31, 2010 F-4
Statement of Stockholders' Equity for the years
ended December 31, 2010, 2009, 2008, and 2007 F-5
Notes to Financial Statements F-6 F-16
F-1
Baltia Air Lines, Inc.
Balance Sheets
(Unaudited)
(A Development Stage Company)
12/31/2010 12/31/2009
Assets
Current Assets
Cash $ 52,840 $ 1,439,897
Prepaid Expenses 50,160 0
Total Current Assets 103,000 1,439,897
Property & Equipment:
Equipment 3,011,308 745,161
Accumulated Depreciation (92,782) (85,858)
Net Property & Equipment 2,918,526 659,303
Other Assets:
Security deposit on airplane engines 240,000 0
Total Assets $ 3,261,526 $ 2,099,200
Liabilities & Equity
Current Liabilities:
Accounts Payable $ 100,000 $100,000
Accrued Expenses 8,625 0
Current portion of long-term debt 0 0
Total current liabilities 108,625 100,000
Long-term debt 865,948 0
Equity:
Preferred stock - 2,000,000
authorized $0.01 par value
66,500 issued & outstanding 665 665
Common Stock 1,500,000,000
authorized $0.0001 par value
1,118,814,994 issued & outstanding
(743,580,039 in 2008) 111,881 74,358
Additional paid in capital 51,747,347 32,102,590
Deficit Accumulated During
Development Stage (49,572,940) (30,178,413)
Total Equity $ 2,286,953 $ 1,999,200
Total Liabilities & Equity $ 3,261,526 $ 2,099,200
See Summary of Significant Accounting Policies and Notes to Financial
Statements.
F-2
Baltia Air Lines, Inc.
Statements of Operations
(unaudited)
(A Development Stage Company)
Years Ended Inception to
12/31/2010 12/31/2009 12/31/2010
Revenue $ 0 $ 0 $ 0
Costs & Expenses
General & administrative 18,560,838 11,403,476 45,324,992
FAA certification costs 804,418 756,386 2,033,296
Training 0 0 225,637
Depreciation 6,924 13,072 339,603
Other 0 0 568,245
Interest 19,504 (471) 1,069,725
Total Costs & Expenses 19,391,684 12,172,463 49,561,498
Loss before income taxes (19,391,684) (12,172,463) (49,561,498)
Income Taxes 2,843 3,087 11,442
Deficit Accumulated During
Development Stage $ (19,394,527) $(12,175,550) $(49,572,940)
Per share amounts:
Basic:
Loss ($0.02) ($0.03)
Weighted Average 913,981,784 476,403,471
See Summary of Significant Accounting Policies and Notes to Financial Statements.
F-3
Baltia Air Lines, Inc.
Statements of Cash Flows
(unaudited)
(A Development Stage Company)
Years Ended Inception to
12/31/2010 12/31/2009 12/31/2010
Cash flows from operating activities:
Deficit Accumulated During Development Stage $(19,394,527) $(12,175,550) $(49,572,941)
Adjustments required to reconcile deficit accumulated
during development stage to cash used in operating
activities:
Depreciation 6,924 11,923 338,454
Amortization of loan discount 10,925 0 10,925
Expenses paid by issuance of common stock 15,009,850 9,697,478 32,024,266
(Increase) decrease in prepaid expenses (50,160) 0 350,141
Increase in accounts payable & accrued expenses 8,625 85,000 3,260,106
Cash flows used by operating activities: (4,408,364) (2,381,149) (13,589,050)
Cash flows from investing activities:
Purchase of equipment (2,266,147) (605,094) 3,194,366)
Security deposits (240,000) 0 (240,000)
Cash used in investing activities (2,506,147) (605,094) (3,434,366)
Cash flows from financing activities:
Proceeds from issuance of common stock 4,377,454 3,701,900 15,481,737
Proceeds from issuance of preferred stock 0 0 2,753
Loans from related parties 0 0 1,351,573
Repayment of related party loans 0 0 (368,890)
Proceeds of long-term debt 1,150,000 0 1,109,183
Acquisition of treasury stock 0 0 (500,100)
Cash generated by financing activities 5,527,454 3,701,900 17,076,256
Change in cash (1,387,057) 715,657 52,840
Cash-beginning of period 1,439,897 724,240 0
Cash-end of period $ 52,840 $ 1,439,897 $ 52,840
See Summary of Significant Accounting Policies and Notes to Financial Statements
F-4
Baltia Air Lines, Inc.
Statement of Shareholders' Equity
(unaudited)
(A Development Stage Company)
Preferred Common Deficit
Accumulated
Common Additional During
Par Stock Paid-In Development
Shares Value Shares Amount Capital Stage
Balance at December 31, 2006 66,500 665 122,394,909 12,240 10,486,192 (10,493,582)
Exercise of Warrants and Options 58,000,000 5,800 239,700
Shares issued and issuable for cash 60,670,637 6,067 2,450,438
Shares issued for services 38,384,988 3,838 3,021,429
Options issued for services 35,768
Net Loss (3,760,743)
Balance at December 31, 2007 66,500 665 279,450,534 27,945 16,233,527 (14,254,326)
Exercise of Warrants and Options 46,000,000 4,600 0
Shares issued and issuable for cash 816,625 82 46,368
Shares issued for services 29,500,000 2,950 673,000
Options issued for services 1,764,099
Net Loss (3,748,537)
Balance at December 31, 2008 66,500 665 355,767,159 35,577 18,716,994 (18,002,863)
Exercise of Warrants and Options 32,000,000 3,200 0
Shares issued and issuable for cash 154,034,244 15,403 3,686,497
Shares issued for services 200,778,636 20,078 9,430,413
Options issued for services 243,787
Stock issued to purchase airplane 1,000,000 100 24,900
Net Loss (12,175,550)
Balance at December 31, 2009 66,500 665 743,580,039 74,358 32,102,591 (30,178,413)
Shares issued and issuable for cash 115,776,464 11,578 4,365,876
Shares issued for services 252,658,491 25,266 14,984,584
Fair value of options issued as loan incentive 92,745
Stock issued as loan incentive 6,800,000 680 201,552
Net Loss (19,394,572)
Balance at December 31, 2010 66,500 665 1,118,814,994 111,881 51,747,348 (49,572,940)
See Summary of Significant Accounting Policies and Notes to Financial Statements
F-5
BALTIA AIR LINES, INC.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DECEMBER 31, 2010
Basis of Presentation: The financial statements have been presented in
a "development stage" format. Since inception, our primary activities
have been raising of capital, obtaining financing and of obtaining
route authority and approval from the DOT and the FAA. We have not
commenced our principal revenue producing activities.
Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires our management
to make estimates and assumptions that affect reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statement and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from the estimates.
Cash and Cash Equivalents: For financial statement presentation
purposes, we consider those short-term, highly liquid investments with
original maturities of three months or less to be cash or cash
equivalents.
Fair Value of Financial Instruments: FASB ASC 825, "Financial
Instruments," requires entities to disclose the fair value of financial
instruments, both assets and liabilities recognized and not recognized
on the balance sheet, for which it is practicable to estimate fair
value. FASB ASC 825 defines fair value of a financial instrument as the
amount at which the instrument could be exchanged in a current
transaction between willing parties. At December 31, 2010 and 2009, the
carrying value of certain financial instruments (cash and cash
equivalents, accounts payable and accrued expenses.) approximates fair
value due to the short-term nature of the instruments or interest
rates, which are comparable with current rates.
Fair Value Measurements: FASB ASC 820 defines fair value and
establishes a framework for measuring fair value and establishes a fair
value hierarchy which prioritizes the inputs to the inputs to the
valuation techniques. Fair value is the price that would be received to
sell an asset or amount paid to transfer a liability in an orderly
transaction between market participants at the measurement date. A fair
value measurement assumes that the transaction to sell the asset or
transfer the liability occurs in the principal market for the asset or
liability or, in the absence of a principal market, the most
advantageous market. Valuation techniques that are consistent with the
market, income or cost approach, as specified by FASB ASC 820, are used
to measure fair value.
Fair Value Hierarchy
FASB ASC 820 specifies a hierarchy of valuation techniques based upon
whether the inputs to those valuation techniques reflect assumptions
other market participants would use based upon market data obtained
from independent sources (observable inputs), or reflect the Company's
own assumptions of market participant valuation (unobservable inputs).
In accordance with FASB ASC 820, these two types of inputs have created
the following fair value hierarchy:
Level 1 Quoted prices in active markets that are unadjusted and
accessible at the measurement date for identical, unrestricted assets
or liabilities.
Level 2 Quoted prices for identical assets and liabilities in markets
that are not active, quoted prices for similar assets and liabilities
in active markets or financial instruments for which significant inputs
are observable, either directly or indirectly.
Level 3 Prices or valuations that require inputs that are both
significant to the fair value measurement and unobservable.
FASB ASC 820 requires the use of observable market data if such data is
available without undue cost and effort.
Measurement of Fair Value
The Company measures fair value as an exit price using the procedures
described below for all assets and liabilities measured at fair value.
When available, the Company uses unadjusted quoted market prices to
measure fair value and classifies such items within Level 1. If quoted
market prices are not available, fair value is based upon internally
developed models that use, where possible, current market-based or
independently-sourced market parameters such as interest rates and
currency rates. Items valued using internally generated models are
classified according to the lowest level input or value driver that is
significant to the valuation. Thus, an item may be classified in Level
3 even though there may be inputs that are readily observable. If
quoted market prices are not available, the valuation model used
generally depends on the specific asset or liability being valued. The
determination of fair value considers various factors including
interest rate yield curves and time value underlying the financial
instruments.
Property and Equipment: Property and equipment are recorded at cost.
Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, generally 5-15 years.
Expenditures for renewals and betterments are capitalized. Expenditures
for minor items, repairs and maintenance are charged to operations as
incurred. Gain or loss upon sale or retirement due to obsolescence is
reflected in the operating results in the period the event takes place.
Valuation of Long-Lived Assets: We review the recoverability of our
long-lived assets, including buildings, equipment and intangible
assets, when events or changes in circumstances occur that indicate
that the carrying value of the asset may not be recoverable. The
assessment of possible impairment is based on our ability to recover
the carrying value of the asset from the expected future pre-tax cash
flows (undiscounted and without interest charges) of the related
operations. If these cash flows are less than the carrying value of
such asset, an impairment loss is recognized for the difference between
estimated fair value and carrying value. Our primary measure of fair
value is based on discounted cash flows. The measurement of impairment
requires management to make estimates of these cash flows related to
long-lived assets, as well as other fair value determinations.
We amortize the costs of other intangibles (excluding goodwill) over
their estimated useful lives unless such lives are deemed indefinite.
Amortizable intangible assets are tested for impairment based on
undiscounted cash flows and, if impaired, written down to fair value
based on either discounted cash flows or appraised values. Intangible
assets with indefinite lives are tested for impairment, at least
annually, and written down to fair value as required.
Comprehensive Income: Comprehensive income is defined as changes in the
equity of an enterprise except those resulting from shareholder
transactions. The amounts shown on our statement of stockholders'
equity relate to the cumulative effect of minimum pension liabilities,
translation adjustments, and unrealized gain or loss on securities.
Stock-Based Compensation Plans: Stock-based awards are accounted for
using the fair value method in accordance with ASC 718, Share-Based
Payments, and EITF Issue No. 96-18, Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling Goods or Services. Our primary type of share-
based compensation consists of stock options. We use the Black-Scholes
option pricing model in valuing options. The inputs for the valuation
analysis of the options include the market value of the Company's
common stock, the estimated volatility of the Company's common stock,
the exercise price of the warrants and the risk free interest rate.
Year Interest Rate Dividend Yield Expected Expected
Volatility Life in Years
2010 4.4 0.00 200 1
2009 4.4 0.00 200 5
Accounting For Obligations And Instruments Potentially To Be Settled In
The Company's Own Stock We account for obligations and instruments
potentially to be settled in the Company's stock in accordance with
EITF Issue No. 00-19, Accounting for Derivative Financial Instruments
Indexed To, and Potentially Settled In a Company's Own Stock. This
issue addresses the initial balance sheet classification and
measurement of contracts that are indexed to, and potentially settled
in, the Company's own stock.
Under EITF Issue No. 00-19 contracts are initially classified as equity
or as either assets or liabilities, in the following situations:
Equity
- Contracts that require physical settlement or net-share settlement;
and
- Contracts that give the company a choice of net-cash settlement or
settlement in its own shares (physical settlement or net-share
settlement), assuming that all the criteria for equity classification
have been met.
Assets or Liabilities
- Contracts that require net-cash settlement (including a requirement
to net-cash settle the contract if an event occurs and if that event is
outside the control of the company); and
- Contracts that give the counterparty a choice of net-cash settlement
or settlement in shares (physical settlement or net-share settlement).
All contracts are initially measured at fair value and subsequently
accounted for based on the current classification. Contracts initially
classified as equity do not recognize subsequent changes in fair value
as long as the contracts continue to be classified as equity. For
contracts classified as assets or liabilities, the Company reports
changes in fair value in earnings and discloses these changes in the
financial statements as long as the contracts remain classified as
assets or liabilities. If contracts classified as assets or liabilities
are ultimately settled in shares, any previously reported gains or
losses on those contracts continue to be included in earnings. The
classification of a contract is reassessed at each balance sheet date.
In accordance with EITF Issue No. 00-19, a transaction which includes a
potential for net-cash settlement, including liquidated damages,
requires that derivative financial instruments, including warrants and
additional investment rights, initially be recorded at fair value as an
asset or liability and subsequent changes in fair value be reflected in
the statement of operations. The recorded value of the liability for
such derivatives can fluctuate significantly based on fluctuations in
the market value of the underlying common stock of the issuer of the
derivative instruments, as well as in the volatility of the stock price
during the term used for observation and the remaining term.
Warrant Derivative Liabilities: We have adopted the provisions of ASC
260, Earning per Share. ASC 260 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net income (loss) available to common
shareholders (numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted EPS gives effect
to all dilutive potential common shares outstanding during the period
using the treasury stock method and convertible preferred stock using
the if-converted method. In computing Diluted EPS, the average stock
price for the period is used in determining the number of shares
assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential shares if their effect is
anti dilutive.
Earnings per Common Share: Basic earnings per share is computed by
dividing income available to common shareholders (the numerator) by the
weighted-average number of common shares outstanding (the denominator)
for the period. Diluted earnings per share assume that any dilutive
convertible securities outstanding were converted, with related
preferred stock dividend requirements and outstanding common shares
adjusted accordingly. It also assumes that outstanding common shares
were increased by shares issuable upon exercise of those stock options
for which market price exceeds the exercise price, less shares which
could have been purchased by us with the related proceeds. In periods
of losses, diluted loss per share is computed on the same basis as
basic loss per share as the inclusion of any other potential shares
outstanding would be anti-dilutive.
Income Taxes: We have adopted ASC 740, Accounting for Income Taxes.
Pursuant to ASC 740, we are required to compute tax asset benefits for
net operating losses carried forward. The potential benefits of net
operating losses have not been recognized in these financial statements
because the Company cannot be assured it is more likely than not it
will utilize the net operating losses carried forward in future years.
We must make certain estimates and judgments in determining income tax
expense for financial statement purposes. These estimates and judgments
occur in the calculation of certain tax assets and liabilities, which
arise from differences in the timing of recognition of revenue and
expense for tax and financial statement purposes.
Deferred tax assets and liabilities are determined based on the
differences between financial reporting and the tax basis of assets and
liabilities using the tax rates and laws in effect when the differences
are expected to reverse. ASC 740 provides for the recognition of
deferred tax assets if realization of such assets is more likely than
not to occur. Realization of our net deferred tax assets is dependent
upon our generating sufficient taxable income in future years in
appropriate tax jurisdictions to realize benefit from the reversal of
temporary differences and from net operating loss, or NOL,
carryforwards. We have determined it more likely than not that these
timing differences will not materialize and have provided a valuation
allowance against substantially all of our net deferred tax asset.
Management will continue to evaluate the realizability of the deferred
tax asset and its related valuation allowance. If our assessment of the
deferred tax assets or the corresponding valuation allowance were to
change, we would record the related adjustment to income during the
period in which we make the determination. Our tax rate may also vary
based on our results and the mix of income or loss in domestic and
foreign tax jurisdictions in which we operate.
In addition, the calculation of our tax liabilities involves dealing
with uncertainties in the application of complex tax regulations. We
recognize liabilities for anticipated tax audit issues in the U.S. and
other tax jurisdictions based on our estimate of whether, and to the
extent to which, additional taxes will be due. If we ultimately
determine that payment of these amounts is unnecessary, we will reverse
the liability and recognize a tax benefit during the period in which we
determine that the liability is no longer necessary. We will record an
additional charge in our provision for taxes in the period in which we
determine that the recorded tax liability is less than we expect the
ultimate assessment to be.
ASC 740 which requires recognition of estimated income taxes payable or
refundable on income tax returns for the current year and for the
estimated future tax effect attributable to temporary differences and
carry-forwards. Measurement of deferred income tax is based on enacted
tax laws including tax rates, with the measurement of deferred income
tax assets being reduced by available tax benefits not expected to be
realized.
Uncertain Tax Positions
The Financial Accounting Standards Board issued Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes an interpretation of FASB
Statement No. 109, Accounting for Income Taxes" ("FIN No. 48") which
was effective for the Company on January 1, 2007. FIN No. 48 addresses
the determination of whether tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial
statements. Under FIN No. 48, the Company may recognize the tax
benefit from an uncertain tax position only if it is more likely than
not that the tax position will be sustained on examination by the
taxing authorities based on the technical merits of the position. The
tax benefits recognized in the financial statements from such position
should be measured based on the largest benefit that has a greater than
fifty percent likelihood of being realized upon ultimate
settlement. FIN No. 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods
and disclosure requirements.
Our federal and state income tax returns are open for fiscal years
ending on or after December 31, 2006. We are not under examination by
any jurisdiction for any tax year. At December 31, 2009 we had no
material unrecognized tax benefits and no adjustments to liabilities or
operations were required under FIN 48.
Recent Accounting Pronouncements:
Recently Adopted Standards
In January 2010, the FASB issued an amendment to ASC 820, Fair Value
Measurements and Disclosure, to require reporting entities to
separately disclose the amounts and business rationale for significant
transfers in and out of Level 1 and Level 2 fair value measurements and
separately present information regarding purchase, sale, issuance, and
settlement of Level 3 fair value measures on a gross basis. This
standard, for which the Company is currently assessing the impact, is
effective for interim and annual reporting periods beginning after
December 15, 2009 with the exception of disclosures regarding the
purchase, sale, issuance, and settlement of Level 3 fair value measures
which are effective for fiscal years beginning after December 15, 2010.
In January 2010, the FASB issued an amendment to ASC 505, Equity, where
entities that declare dividends to shareholders that may be paid in
cash or shares at the election of the shareholders are considered to be
a share issuance that is reflected prospectively in EPS, and is not
accounted for as a stock dividend. This standard is effective for
interim and annual periods ending on or after December 15, 2009 and is
to be applied on a retrospective basis. The adoption of this standard
is not expected to have a significant impact on the Company's financial
statements.
In December 2010, the FASB issued ASU 2010-28 (Topic 350) When to
Perform Step 2 of the Goodwill Impairment Test for Reporting Units with
Zero or Negative Carrying Amounts. The amendments in ASU 2010-28 modify
Step 1 of the goodwill impairment test for reporting units with zero or
negative carrying amounts. For those reporting units, an entity is
required to perform Step 2 of the goodwill impairment test if it is
more likely than not that a goodwill impairment exists. In determining
whether it is more likely than not that goodwill impairment exists, an
entity should consider whether there are any adverse qualitative
factors indicating that impairment may exist. ASU 2010-28 is effective
for fiscal years, and interim periods within those years, beginning
after December 15, 2010 for public entities. Early adoption is not
permitted. The Company will apply the provisions of ASU 2010-29 on a
prospective basis.
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
DECEMBER 31, 2010
Note 1 - Organization and Operations
The Company was formed as a U.S. airline on August 24, 1989 in the
State of New York. Our objective is to provide scheduled air
transportation from the U.S. to Russia, the Baltic States and Ukraine.
In 1991, the Department of Transportation (DOT) granted the Company
routes to provide non-stop passenger, cargo and mail service from JFK
to St. Petersburg and from JFK to Riga, with online service to Minsk,
Kiev and Tbilisi as well as back up service to Moscow. We have two
registered trademarks "BALTIA" and "VOYAGER CLASS," and five trademarks
subject to registration. Our activities to date have been devoted
principally to raising capital, obtaining route authority and approval
from the DOT and the FAA, training crews, and conducting market
research to develop the Company's marketing strategy.
Regulatory Compliance
We intend to operate as a Part 121 carrier, a heavy jet operator. As
such, following certification we will be required to maintain our air
carrier standards as prescribed by DOT and FAA regulation and as
specified in the FAA approved Company manuals. As part of its
regulatory compliance we will be required to submit periodic reports of
our operations to the DOT.
Note 2 - Property and Equipment
A summary of property & equipment is as follows:
Estimated
Useful Life 2010 2009
Airplanes (2) 10-15 years $2,851,347 $590,524
Office equipment
and other 5-7 years 159,961 154,637
Less accumulated depreciation (92,782) (85,858)
net 2,918,526 659,303
current depreciation expense $6,924 $11,923
Note 3 - Stockholders' Equity
Description of Securities
Common Stock: We have been authorized 1,500,000,000 shares of Common
Stock at $.0001 par value per share. As of December 31, 2010, a total
of 1,118,814,994 shares of Common Stock were issued and outstanding and
held by over 500 shareholders. In addition, we have granted options and
warrants to issue up to approximately 133,800,000 more shares of our
common stock. Holders of Common Stock are entitled to receive
dividends, when and if declared by the board of directors, subject to
prior rights of holders of any Preferred Stock then outstanding and to
share ratably in the net assets of the company upon liquidation.
Holders of Common Stock do not have preemptive or other rights to
subscribe for additional shares. The Certificate of Incorporation does
not provide for cumulative voting. Shares of Common Stock have equal
voting, dividend, liquidation and other rights, and have no preference,
exchange or appraisal rights.
Preferred Stock: We are authorized to issue up to a maximum of 2
million shares (66,500 shares outstanding) of Preferred Stock. We
can issue these shares as our board of directors shall from time to
time fix by resolution. Our Preferred Stock is not entitled to share in
any dividends declared on the Common Stock and has no voting rights.
Each share is convertible in to 3 shares of Common. The liquidation
preference is set by this conversion formula and results in a pro rata
claim on the Company's assets based upon the underlying common shares
issuable (199,500) upon conversion.
Recent Issuance of Unregistered/Registered Securities
2010:
Stock Issued for Cash
We issued 115,776,464 shares of our common stock in exchange for
receiving a total of $4,377,454 in cash net of offering expenses of.
The shares are registered and not subject to restrictions as to
transferability.
Stock Issued for Services
We issued 252,658,491 shares of our common stock in exchange for
services. The shares were valued at $15,009,850 or about $0.059 per
share which reflected the weighted average market value at the time of
issuance. 149,000,000 of the shares valued at approximately $8.8
million were issued to Igor Dmitrowsky our president. We also issued
6.8 million shares valued at $202,000 as a debt incentive.
2009:
Stock Issued for Cash
We issued 154,034,244 shares of our common stock in exchange for
receiving a total of $3,701,900 in cash net of offering expenses of
$576,000. The shares are not registered and subject to restrictions as
to transferability.
Stock Issued for Services
We issued 200,738,636 shares of our common stock in exchange for
services. The shares were valued at $9,450,000 or about $0.047 per
share which reflected the weighted average market value at the time of
issuance. 116,000,000 of the shares valued at approximately $5.4
million were issued to Igor Dmitrowsky our president. We also issued
1,000,000 shares valued at $25,000 as a component of the total
consideration paid to acquire a Boeing 747 airplane. All such shares
are not registered and are subject to restrictions as to
transferability.
Stock Issued Due to Exercise of Warrants & Options
During 2009 Mr. Dmitrowsky exercised 32,000,000 warrants to acquire a
like amount of shares of Common Stock. The options were exercised at
the $0.0001 strike price. The exercise price was offset against accrued
compensation of $3,200.
Summary of Option Activity
The following table provides summary information on options issued by
our company in unapproved equity compensation plans; the warrants
exercised to date; the warrants that are presently exercisable and the
current exercise prices of such warrants.
All Plan & Non-Plan Compensatory Type Options
Weighted
average
Weighted remaining
average contractual Aggregate
exercise term intrinsic
Shares price (years) value*
Options outstanding
at December 31, 2008 61,492,500 $0.02
Granted 2,776,818 $0.10
Exercised (32,000,000) Nil
Lapsed (3,290,000) $0.00
Options outstanding
at December 31, 2009 28,979,318 $0.03 2.7 $1,727,949
Granted 3,400,000 $0.01
Exercised 0 $0.00
Lapsed 0 $0.00
Options outstanding
at December 31, 2010 32,379,318 $0.03 1.6 $661,076
Options exercisable
at December 31, 2010 32,379,318 $0.03 1.6 $661,076
* Amount by which the fair value of the stock at the balance sheet date
exceeds the exercise price
The following table summarizes the status of the Company's aggregate
warrants as of December 31, 2010:
Options Outstanding Options Exercisable
Weighted
weighteD average weighted
Range of average remaining average
exercise exercise life in exercise
prices Shares price months shares price
$ 0.01-$ 0.05 29,149,318 $0.02 16.4 29,149,318 $0.02
$ 0.06-$ .25 3,230,000 $0.15 43.3 3,230,000 $0.15
Total Shares 32,379,318 32,379,318
Note 4 - Income Taxes
The Company has approximately $ 11.6 million in available net operating
loss carryovers available to reduce future income taxes. These
carryovers expire at various dates through the year 2031. The Company
has adopted ASC 740 which provides for the recognition of a deferred
tax asset based upon the value the loss carry-forwards will have to
reduce future income taxes and management's estimate of the probability
of the realization of these tax benefits. We have determined it more
likely than not that these timing differences will not materialize and
have provided a valuation allowance against our entire net deferred tax
asset of approximately $3.8 million.
Utilization of federal and state NOL and tax credit carry-forwards may
be subject to a substantial annual limitation due to the ownership
change limitations provided by the Internal Revenue Code of 1986, as
amended, and similar state provisions. The annual limitation may result
in the expiration of NOL and tax credit carry-forwards before full
utilization.
Note 5 - Commitments and Contingencies
Facilities: The Company leases office space for its administrative
offices, under three month to month agreements, at a combined monthly
rental of approximately $32,000. In 2010 and 2009 expense was $387,898
and $131,895 respectively.
Note 6 Long-Term Debt-Related Party
On December 1, 2010, the Company entered into a loan arrangement with a
company owned or controlled by one of our directors for a total amount
of $1,150,000. The Company issued a note bearing interest at 9 percent
per annum payable quarterly and a maturity date of March 31, 2013. The
Company will be obligated to repay the note prior to the maturity date
upon raising $4 million or from the proceeds of operating revenue. As a
loan inducement the Company issued 6.8 million shares of common stock
and 3.4 million warrants. A placement fee of $50,000 was paid from the
proceeds of this loan. The note is secured by both aircraft up to a
limit of $2.9 million.
The Company recorded the relative fair value of the shares and warrants
of $294,297 as additional paid-in capital and established a discount on
the debt. The discount is being amortized over the life of the note
(27 months) at an effective rate of 14.98. The note is carried net of
the discount. Future accretion of the carrying value of the note is
expected as follows:
Face amount of note $1,150,000
Amortization of discount through 2011 (125,566)
Amortization of discount through 2012 (158,597)
Current carrying value $865,837
Note 6 - Supplementary Cash Flow Disclosure
2010 2009
Fair Value of equity instruments
issued as partial plane payment to
acquire a Boeing 747-200 airplane $0 $25,000
Fair Value of equity instruments
issued as loan incentives $294,297 $0
Note 7 - Management's Plan of Operation
We believe we currently have sufficient capital to commence revenue
flight operations and to maintain our current level of operations.
During 2010 and into 2011 we continued to finance our operations
through the issuance of our common stock and the continued exercise of
warrants. Until revenue operations begin, our monthly expenditures for
administrative and regulatory compliance can be controlled at about
$180,000-$200,000. Based on current reserves we have sufficient capital
to support our development stage operations through the most of 2011.
In 2010 we raised $4.4 mm in a private placement in order to start
revenue flight operations. Based on our prior experience with
certification and current preparations the management believes that the
launch budget, previously reviewed by the DOT, will be adequate to
complete certification and to commence flight service. Approximately
$300,000 is budgeted for aircraft, $450,000 for certification tasks,
and $300,000 for general and administrative expenses. At the time
flight service is inaugurated the company plans to have approximately
15 management and 45 staff personnel.
There can be no assurance that additional financing will be available
on terms favorable to us or at all. If adequate funds are not
available or are not available on acceptable terms, we may not be able
to fund expansion.
F-16
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Baltia Air Lines, Inc.
Date: 04-15-2011
/s/ Igor Dmitrowsky
By: Igor Dmitrowsky, President, CEO and CFO
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Igor Dmitrowsky Chairman, CEO and CFO
April 15, 2011
Igor Dmitrowsky (Principal Executive Officer
and Principal Accounting
Officer)
/s/ Walter Kaplinsky Secretary and Director
April 15, 2001
Walter Kaplinsky
/s/ Andris Rukmanis V.P. Europe and Director
April 15, 2011
Andris Rukmanis
/s/ Vick Luis Bolanos
Director April 15, 2011
Vick Luis Bolanos
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Igor Dmitrowsky, the Chief Executive Officer and Chief Financial
Officer of Baltia Air Lines, Inc., certify that:
1. I have reviewed this annual report on Form 10-K of Baltia Air Lines,
Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
controls over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f))for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: April 15, 2011
/s/ Igor Dmitrowsky
Igor Dmitrowsky
Chief Executive Officer and Chief Financial Officer
(principal accounting officer)
EXHIBIT 32.1
BALTIA AIR LINES, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report Baltia Air Lines, Inc. (the
"Company") on Form 10-K for the period ended December 31, 2010 as filed
with the Securities and Exchange Commission on the date hereof (the
Report), I, Igor Dmitrowsky, Chief Executive Officer and Chief
Financial Officer (principal accounting officer) of the Company,
certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
A signed original of this written statement required by Section 906 has
been provided to Baltia Air Lines, Inc. and will be retained by Baltia
Air Lines, Inc. and furnished to the Securities and Exchange Commission
or its staff upon request.
Date: April 15, 2011
/s/ Igor Dmitrowsky
Igor Dmitrowsky
Chief Executive Officer and Chief Financial Officer
(principal accounting officer)