UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Date of Report: March 1, 2013
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, 2009
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 1-14519
BALTIA AIR LINES, INC.
(Exact name of Registrant as specified in its charter)
NEW YORK 11-2989648
(State of Incorporation) (IRS Employer Identification No.)
JFK International Airport, Building 151, Room 361, Jamaica, NY 11430
(Address of principal executive offices)
Registrant's telephone number, including area code: (718) 244-8880
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, 2009 is $10,981,131.
The number of shares of the registrant's common stock outstanding as
of April 12, 2010 was 840,190,706.
NOTE: This amended report is submitted to correct certain errors contained
in Item 7, Management's Discussion and Analysis of Financial Condition
and Results of Operations, modifying the paragraph related to Stock-based
Compensation, and Item 11, Executive Compensation, and, in addition,
certain financial notes to the Exhibits contained in Item 15 Financial
Statements, specifically Notes 3 and 4, and the addition of one note,
Note 8 - Related Party. All other parts of this report remain the same
as the most recent previously filed report.
TABLE OF CONTENTS
PART 1
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
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(T) 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 to St. Petersburg Russia. Baltia was also authorized for
worldwide charter services. Baltia had filed its application with
the DOT in October 2007.
On March 7, 2009, following the regulatory public comment period and
the Presidential Review, the DOT issued the Final Order, making its
findings of the Show Cause Order final.
On March 20, 2009, the DOT awarded Baltia Air Lines its initial
frequencies for flights from JFK to St. Petersburg
On March 25, 2009, the United States Government formally notified
the Government of the Russian Federation that Baltia Air Lines has
been designated for service on the JFK St. Petersburg route.
In May 2009, IATA issued the two-letter Code.
In July the FAA arranged for arrival and departure times at JFK
Airport.
On August 18, 2009, the Pulkovo Airport Authority affirmed arrival
and departure times at Pulkovo Airport.
On August 18, 2009, the Company executed the Aircraft Purchase
Agreement for the purchase of its first Boeing 747 aircraft.
On November 15, 2009, the Company paid the remaining balance and it
now owns the aircraft. The aircraft was purchased without engines.
In conjunction with the purchase, the seller is leasing to the
Company engines on a power by the hour basis. Baltia will take
delivery of the aircraft and will register the ownership title with
the FAA in Oklahoma City. The aircraft is scheduled for maintenance
and interior upgrading.
In the first quarter of 2010, we entered into an engine leasing
agreement with Logistic Air, Inc. The Engines have been delivered
and installed on the aircraft.
Baltia currently carries $250,000,000 aircraft liability insurance.
In the first quarter of 2010, Baltia entered into a line maintenance
agreement with Evergreen at JFK.
In the first quarter of 2010, Baltia leased its station facilities
from Pulkovo Airport, entered into a fueling 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.
With the DOT approval, the FAA is authorized to proceed and 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 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. Baltia staff is now
auditing air carrier manual system for SAI (Safety Attribute)
compliance prior to the manual submission to the FAA. Baltia's
personnel meet regulatory requirements and have recent certification
experience.
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
Swissair 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 Aeroflot 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.
By starting with one roundtrip flight per week for the first four
weeks, Baltia not only accelerates and simplifies its FAA
Certification, but expects to save itself the additional time it
would incur to make needed improvements and corrections. Starting
with a light schedule, any inefficiencies of a given flight may be
corrected for the next flight. Baltia management believes that in
the initial four weeks, the Company will attain high operating
efficiencies and service standards. These standards may be further
refined during the following two months when Baltia plans to
increases service to three round-trips per week. Following that,
Baltia plans to increase service to five round trips per week, and
then subsequently to daily round trip flights as additional aircraft
are brought into service. The transitional schedule allows Baltia
to train additional pilots, flight attendants, and support staff
with a continuous training program. It also allows the Baltia
marketing program to take effect through its various segments.
During the past two years Baltia has also 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.
In order to start revenue flight operations, the Company has to
complete FAA Air Carrier Certification. During the past two years
the Company has been preparing for air carrier certification. The
Company's staff has prior experience with the certification and is
familiar with the latest System Safety & Certification Process
procedures (CPD 8.0), and the Air Transportation Oversight System
(ATOS) requirements.
The Company will carry airline liability insurance as required for a
US airline by DOT regulation.
As of December 31, 2009, Baltia had nineteen 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 $1,237 and $7,430, 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. Submission of Matters to a Vote of Security Holders Reserved.
None.
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, 2008 and 2009.
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, 2008 .07 .05
June 30, 2008 .04 .02
September 30, 2008 .02 .02
December 31, 2008 .05 .04
March 31, 2009 .06 .03
June 30, 2009 .04 .02
September 30, 2009 .04 .02
December 31, 2009 .11 .02
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.
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 to St. Petersburg Russia. Baltia was also authorized for
worldwide charter services. Baltia had filed its application with
the DOT in October 2007.
On March 7, 2009, following the regulatory public comment period and
the Presidential Review, the DOT issued the Final Order, making its
findings of the Show Cause Order final.
On March 20, 2009 the DOT awarded Baltia Air Lines its initial
frequencies for flights from JFK to St. Petersburg
On March 25, 2009 the United States Government formally notified the
Government of the Russian Federation that Baltia Air Lines has been
designated.
With the DOT approval, the FAA is authorized to proceed and 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 2008 and into 2009 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
$30,000-$50,000. Based on current reserves we have sufficient
capital to support our development stage operations through the end
of 2010.
In 2010 we plan to raise $2 to $4 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 $400,000 is budgeted for certification tasks,
and $250,000 for general and administrative expenses. At the time
flight service is inaugurated the Company plans to have
approximately 20 management and 45 staff personnel.
Management has considered the overall pipeline effect that enhances
the initial cash position of a startup carrier. It is the industry
practice for passengers to purchase tickets in advance of their
flights while many service vendors bill the carrier later.
In order that a new airline would not fly empty on day one,
approximately 30 days prior to the expected inaugural date the Company
anticipates DOT authority to the advanced sales of tickets and cargo space.
Such funds from advance sales, estimated at approximately $3 mm for the
Company, accumulate in an escrow account, and are released upon the
issuance of the air carrier certificate.
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-lived
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
The Company accounts for stock-based payments using the fair value
method in accordance with the provisions of FASB ASC Topic 718,
Compensation - Stock Compensation, which requires the measurement
and recognition of compensation expense for all share based payments
based on estimated fair value. Equity-classified share and warrant
awards are measured at the grant date based on fair value. Common
stock and warrants issued are valued at the estimated fair market
value. The calculation of fair value related to stock compensation
is subject to certain assumptions discussed in more detail in Note 4.
Management updates such estimates when circumstances warrant. All
compensation expense related to our share-based payment awards is
recorded in General and administrative expenses in the Statements
of Operations
Income taxes
The Company accounts for income taxes in accordance with FASB
ASC Topic 740 "Income Taxes," which requires accounting for deferred income
taxes under the asset and liability method. Deferred income tax asset and
liabilities are computed for difference between the financial statement and
tax bases of assets and liabilities that will result in taxable or deductible
amounts in the future based on the enacted tax laws and rates applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce the deferred
income tax assets to the amount expected to be realized.
The determination of the Company's provision for income taxes requires
significant judgment, the use of estimates, and the interpretation and
application of complex tax laws. Significant judgment is required in
assessing the timing and amounts of deductible and taxable items and the
probability of sustaining uncertain tax positions. The benefits of uncertain
tax positions are recorded in the Company's financial statements only after
determining a more-likely-than-not probability that the uncertain tax
positions will withstand challenge, if any, from tax authorities. When facts
and circumstances change, the Company reassesses these probabilities and
records any changes in the financial statements as appropriate.
In accordance with GAAP, the Company is required to determine whether a tax
position of the Company is more likely than not to be sustained upon
examination by the applicable taxing authority, including resolution of any
related appeals or litigation processes, based on the technical merits of the
position. The tax benefit to be recognized is measured as the largest amount
of benefit that is greater than fifty percent likely of being realized upon
ultimate settlement. De-recognition of a tax benefit previously recognized
could result in the Company recording a tax liability that would reduce
stockholders equity. This policy also provides guidance on thresholds,
measurement, de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition that is intended to
provide better financial statement comparability among different entities.
Management's conclusions regarding this policy may be subject to review and
adjustment at a later date based on factors including, but not limited to, on-
going analysis of and changes to tax laws, regulations and interpretations
thereof. Generally, the tax filings are no longer subject to income tax
examinations by major taxing authorities for years before 2007. Any potential
examinations may include questioning the timing and amount of deductions, the
nexus of income among various tax jurisdictions and compliance with U.S.
federal, state and local tax laws. The Company's management does not expect
that the total amount of unrecognized tax benefits will materially change over
the next twelve months.
RESULTS OF OPERATIONS
We had no revenues during the fiscal years ended December 31, 2009
and 2008, because (1) we did not fly aircraft in passenger, charter, or
freight service, and (2) we could not sell tickets for those services.
Our general and administrative expenses increased by $7,867,324 to
$11,403,476 during fiscal year ended December 31, 2009 as compared
to an increase of $3,536,152 during the fiscal year ended December
31,2008. This increase is primarily attributable to the costs incurred in
connection with air carrier certification.
Primarily as a result of the foregoing, we incurred a net loss of
$12,172,463 during the fiscal year ended December 31, 2009 as
compared to a net loss of $3,744,173 during the fiscal year ended
December 31, 2008.
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,
2009, we had cash of $1,439,897 and our stockholders' equity was
$1,999,201. This reflects an increase from December 31, 2008 when
our cash was $724,240 and our stockholders' equity was $750,374.
Our operating activities utilized $2,381,149 in cash during the
fiscal year ended December 31, 2009, an increase of $1,075,812 from
the $1,305,337 in cash utilized during the fiscal year ended
December 31, 2008.
Our financing activities provided $3,701,900 and $27,083 in cash
during the fiscal year ended December 31, 2009 and 2008,
respectively.
We had no significant planned capital expenditures, budgeted or
otherwise, as of December 31, 2009.
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 Statements and Supplementary Data.
None. The full text of our financial statements as of December 31, 2009
and 2008 and for the fiscal years ended December 31, 2009, 2008 and 2007,
and for the period from August 29, 1989 (inception) to December 31, 2009
begins on page F-1 of the Annual Report on Form 10-K. This amended filing
reflects the fact that these financial statements have now been audited as
required, and the independent auditor, who also prepared the audit for
the year ended December 31, 2008, has included his report covering both
years 2008 and 2009 in Part IV Item 15 of this amended filing.
Item 9. Changes in and Disagreements with Accountants on Accounting
And Financial Disclosures
As previously disclosed in our 8-K filings, the Company has accepted
the resignation of prior accounting firms engaged to prepare the 2009
audit and re-engaged Mr. Patrick Rodgers as its independent auditor
to complete the 2009 audit for this filing. The Registrant has no
disagreements with any of the engaged accounting firms.
Item 9A(T). 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, 2009. 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, 2009, 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 . . . . 55 President, CEO, CFO, Chairman of the Board
Russell Thal . . . . . 75 Executive Vice President
Barry Clare . . . . . . 51 Vice President Finance
Walter Kaplinsky . . . 72 Secretary, Director
Andris Rukmanis . . . . 48 Vice President Europe, Director
Vick Luis Bolanos ... 50 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 is 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 1979, 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.
Change in
Pension
Non-equity Value and
Incentive Non-qualified
Name & Principal Base Stock Option Plan Comp Incentive Plan All Other
Position Year Salary Bonus Awards Awards Earnings Compensation Compensation Total
----------------- ----- ---------- ------ ------------ ------------ -------- ------------- ------------ -----------
Igor Dmitrowsky 2009 $ 123,395 $ - $6,956,000 $ - $ - $ $ 5,000 $ 7,084,395
President, CEO 2008 133,400 - 60,000 1,295,319 - - 5,000 1,493,719
----------------- ----- ---------- ------ ------------ ------------ -------- ------------- ------------ -----------
Barry Clare 2009 - - 819,000 - - - 366,823 1,185,823
VP, Finance 2008 - - 108,000 157,959 - - 56,000 321,959
----------------- ----- ---------- ------ ------------ ------------ -------- ------------- ------------ -----------
Russ Thal, 2009 - - 302,000 - - - - 302,000
Exec VP 2008 - - 99,050 38,019 - - - 137,069
----------------- ----- ---------- ------ ------------ ------------ -------- ------------- ------------ -----------
Walter Kaplinsky 2009 - - 65,000 - - - - 65,000
Secretary 2008 - - - 35,000 - - - 35,000
----------------- ----- ---------- ------ ------------ ------------ -------- ------------- ------------ -----------
Andris Rukmanis 2009 - - 59,000 - - - - 59,000
VP, Europe 2008 - - - - - - - -
These columns represent the grant date fair value of the awards
as calculated in accordance with FASB ASC Topic 718, Compensation - Stock
Compensation. The fair value of these equity awards on the date of grant
was approximately $-0- and $1,526,297 for stock options issued for the
years ended December 31, 2009 and 2008, respectfully, and $8,201,000
and $267,050 for stock awards for the years ended December 31, 2009
and 2008, respectively. The fair value was estimated using the
Black-Sholes option pricing model with the following assumptions: risk
free interest rate of 4.4%, no dividend yield, expected lives of 3-5 years,
and volatility between 150% and 217%. The expected term of the equity
instruments granted is based on the "simplified method for "plain vanilla"
options discussed in SEC Staff Accounting Bulletin ("SAB") No. 107, as
amended by SAB No. 110. The expected volatility is derived from historic
volatility of the Company's stock on the OTCBB for a period that matches
the expected term of the equity award. The risk-free interest rate is
the yield from a Treasury note corresponding to the expected term of
the equity awards.
Mr. Dmitrowsky was charged additional compensation of $5,000,
which represents one-third of the rent the Company paid for its corporate
headquarters during the years ended December 31, 2009 and 2008, respectively.
Mr. Clare's was paid additional compensation of $366,823 and
$56,000 for the years ended December 31, 2009 and 2008, respectively,
which represents amounts paid him for negotiating services in connection
with the raise of new equity capital.
EMPLOYMENT AGREEMENTS
The Company has no individual employment agreements in place 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 salary 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.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
As of April 12, 2010, there were 840,190,706 shares of common stock,
par value $0.0001 outstanding. The following table sets forth, as of
December 31, 2009, 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 2009, the Company paid its independent accountant $7,000 for
services in providing an audit of the year 2008. In 2008, the
Company paid its independent accountant $7,000 for services in
providing an audit of the year 2007. 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).
3.3 DOT "ORDER ISSUING FOREIGN CERTIFICATE", finding Baltia Air
Lines, Inc. fit, willing, and able to engage in foreign scheduled
air transportation of persons Property and Mail and awarding to
Baltia Air Lines, Inc. a Certificate of Public Convenience for the
New York St. Petersburg route. (Docket DOT-OST-2007-0007), issued
on the 7th day of March 2009.
3.4 DOT NOTICE of US-Russia frequency allocation to Baltia Air
Lines (Docket DOT-OST-2009-0070), issued on March 20, 2009.
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.
Baltia Air Lines, Inc.
(A Development Stage Company)
Financial Statements
For the Years Ended December 31, 2009 and 2008
Table of Contents
Page(s)
Report of Independent Registered Accounting firm F-1
Balance Sheets as of December 31, 2009 and 2008 F-2
Statement of Operations for the years ended
December 31, 2009 and 2008, and the period
August 29, 1989 (Inception) to December 31, 2009 F-3
Statement of Cash Flows for the years ended
December 31, 2009 and 2008, and the period
August 29, 1989 (Inception) to December 31, 2009 F-4
Statement of Stockholders' Equity for the years
ended December 31, 2009, 2008, and 2007 F-5
Notes to Financial Statements F-6 to F-23
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Years Ended December 31, 2009 and 2008
Board of Directors and Shareholders
Baltia Air Lines, Inc.
New York, NY
I have audited the accompanying balance sheets of Baltia Air Lines, Inc.
("the Company") as of December 31, 2009 and 2008 and the statements of
operations, stockholders' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that I plan and perform the audit to obtain reasonable assurance
about whether thefinancial statements are free of material misstatements.
I was not engaged to perform an audit of its internal control over
financial reporting. My audits included consideration of internal control
over financial reporting as a basisfor designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, I express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. I
believe that my audits provide a reasonable basis for my opinion.
In my opinion, these financial statements present fairly, in all material
respects, the financial position of Baltia Air Lines, Inc. as of December
31, 2009 and 2008 and the results of its operations and its cash flows for
the years then ended in conformity with accounting principles generally
accepted in the United States.
The Company has incurred operating losses since inception. Note 7 of
the financial statements address Management's Plan regarding the future
operations of the Company.
/s/ Patrick Rodgers, CPA, PA
Patrick Rodgers, CPA, PA
Altamonte Springs, Florida
April 28, 2011
Except Note 3, Note 4, Note 8,
And Note 9-February 24, 2013
PAGE F-1
Baltia Air Lines, Inc.
BALANCE SHEETS
(A Development Stage Company)
December 31,
2009 2008
_____________ __________________
ASSETS
Current assets
Cash $ 1,439,897 $ 724,240
Property and equipment, net of
accumulated depreciation of $85,858
and $73,373 at December 31, 2009
and 2008, respectively 659,303 41,134
_____________ __________________
Total assets $ 2,099,200 $ 765,374
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable 100,000 15,000
______________ __________________
Total current liabilities 100,000 15,000
Long-term debt - -
______________ __________________
Total liabilities 100,000 15,000
______________ __________________
Stockholders' equity
Preferred stock, $0.01 par value;
2,000,000 shares authorized, 66500
issued and outstanding $ 665 $ 665
Common stock, $.0001 par value; 950,000,000
shares authorized, 743,580,039 and
355,767,159 issued and outstanding at December
31, 2009, and 2008 respectively $ 74,358 $ 35,577
Additional paid-in capital 32,102,590 18,716,994
Deficit accumulated through development stage (30,178,413) (18,002,862)
______________ __________________
Total stockholders' equity 1,999,200 750,374
______________ __________________
Total liabilities and stockholders' equity $ 2,099,200 $ 765,374
=============== ===================
The accompanying footnotes are an integral part of these financial statements.
PAGE F-2
Baltia Air Lines, Inc.
STATEMENTS OF OPERATIONS
(A Development Stage Company)
Years Ended December 31, Inception to
2009 2008 12/31/2009
Revenue $ - $ - $ -
_____________ ______________ ______________
Costs and Expenses
General and administrative 11,403,476 3,536,152 26,764,154
FAA certification costs 756,386 217,383 1,228,878
Training - - 225,637
Depreciation 13,072 8,551 332,679
Other - - 568,245
Interest (471) (17,912) 1,050,221
_____________ ______________ ______________
Total costs and expenses 12,172,463 3,744,174 30,169,814
_____________ ______________ ______________
Net loss before income taxes (12,172,463) (3,744,174) (30,169,814)
provision for income taxes 3,087 4,364 8,599
_____________ ______________ ______________
Deficit accumulated during
development stage $(12,175,550) $(3,748,538) $(30,178,413)
============== ============== ===============
Net loss per weighted
share, basic and fully
diluted $ (0.03) $ (0.01)
============== ===============
Weighted average number of common
shares outstanding, basic and fully diluted 476,403,471 303,326,480
============== ===============
The Accompanying footnotes are an integral part of these financial statements.
PAGE F-3
Baltia Air Lines, Inc.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(A Development Stage Company)
Deficit Accumulated
Additional During
Preferred Stock Common Stock Paid-In Development
Shares Amount Shares Amount Capital Stage Total
Balance, December 21, 2005 66,500 665 67,298,009 6,730 9,293,365 ( 9,284,902) 5,858
Exercise of warrants and options 22,000,000 2,200 9,000 11,200
Shares issued and issuable for cash 13,550,000 1,355 98,655 100,010
Shares issued for services 19,546,900 1,955 941,213 943,168
Options issued for services 143,959 143,959
Net loss (1,208,680) (1,208,680)
________ ______ _____________ _________ ___________ _______________ _____________
Balance, December 31, 2006 66,500 665 122,394,909 12,240 10,486,192 (10,493,582) 5,515
Exercise of warrants and options 58,000,000 5,800 239,700 245,500
Shares issued and issuable for cash 60,670,637 6,067 2,450,438 2,456,505
Shares issued for services 38,384,988 3,838 3,021,429 3,025,267
Options issued for services 35,768 35,768
Net loss (3,760,743) (3,760,743)
________ ______ _____________ _________ ___________ _______________ _____________
Balance, December 31, 2007 66,500 665 279,450,534 27,945 16,233,527 (14,254,326) 2,007,812
Exercise of warrants and options 46,000,000 4,600 4,600
Shares issued and issuable for cash 816,625 82 46,368 46,450
Shares issued for services 29,500,000 2,950 673,000 675,950
Options issued for services 1,764,099 1,764,099
Net loss (3,748,537) (3,748,537)
________ ______ _____________ _________ ___________ _______________ _____________
Balance, December 31, 2008 66,500 665 355,767,159 35,577 18,716,994 (18,002,863) 750,374
Exercise of warrants and options 32,000,000 3,200 3,200
Shares issued and issuable for cash 154,034,244 15,403 3,686,497 3,701,900
Shares issued for services 200,778,636 20,078 9,430,413 9,450,491
Options issued for services 243,787 243,787
Stock issued to purchase airplane 1,000,000 100 24,900 25,000
Net loss (12,175,550) (12,175,550)
________ ______ _____________ _________ ___________ _______________ _____________
Balance, December 31, 2009 66,500 $ 665 743,580,039 $ 74,358 $ 32,102,590 $ (30,178,413) $ 1,999,200
======== ====== ============== ========== ============ =============== =============
The accompanying footnotes are an integral part of these financial
statements.
PAGE F-4
Baltia Air Lines, Inc,
STATEMENT OF CASH FLOWS
(A Development Stage Company)
Years Ended December 31, Inception to
2009 2008 12/31/2009
Cash flows from operations
Deficit accumulated during development stage $ (12,175,550) $ (3,748,538) $ (30,178,413)
Adjustment to reconcile deficit accumulated
during development stage to cash used in
operating activities:
Depreciation and amortization 11,923 8,551 331,530
Expenses paid by issuance of common stock 9,697,478 2,444,649 17,014,415
Changes in operating assets and liabilities:
Prepaid expenses - - 400,301
Accounts payable and accrued expenses 85,000 (10,000) 3,251,481
_______________ _____________ ________________
Net cash used by operating activities (2,381,149) (1,305,338) (9,180,686)
_______________ _____________ ________________
Cash flows from investing activities
Purchase of equipment (605,094) - (928,218)
_______________ _____________ ________________
Net cash used by investing activities (605,094) - (928,218)
_______________ _____________ ________________
Cash flows from financing activities
Proceeds from issuance of common stock 3,701,900 46,450 11,104,283
Proceeds from issuance of preferred stock - - 2,753
Loans from related parties - - 1,351,573
Repayment of related party loans - - (368,890)
Principal payments on long-term debt - (19,367) (40,817)
Acquisition of treasury stock - - (500,100)
_______________ _____________ ________________
Net cash provided by financing activities 3,701,900 27,083 11,548,802
Net increase (decrease) in cash 715,657 (1,278,255) 1,439,897
Cash, beginning of period 724,240 2,002,494 -
_______________ _____________ ________________
Cash, end of period $ 1,439,897 $ 724,240 $ 1,439,897
=============== ============= ================
Supplemental cash flow disclosures:
Cash paid during the year for interest $ (417) $ 17,913
=============== =============
Fair value of equity instruments issued as
partial plane payment to acquire Boeing 747-200 airplane $ 25,000 $ -
=============== =============
The accompanying footnotes are an integral part of these financial statements.
PAGE F-5
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
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.
2. Property and Equipment
A summary of property and equipment is as follows:
Estimated December 31,
Useful Life 2009 2008
Airplane 5-7 Years $ 590,524 $ -
Office equipment and other 5-7 Years 154,637 115,067
Less accumulated depreciation (85,858) (73,934)
___________ ___________
Net $ 659,303 $ 41,133
=========== ===========
Current depreciation expense $ 11,923 $ 8,551
=========== ===========
PAGE F-6
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
3. Summary of Significant Accounting Policies
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
The fair values of the Company's assets and liabilities that qualify as
financial instruments under FASB ASC Topic 825, "Financial Instruments,"
approximate their carrying amounts presented in the accompanying consolidated
statements of financial condition at December 31, 2009 and 2008.
PAGE F-7
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
3. Summary of Significant Accounting Policies (continued)
Valuation of Investments in Securities at Fair Value
Definition and Hierarchy: FASB ASC Topic 820 "Fair Value Measurements and
Disclosures" provides a framework for measuring fair value under generally
accepted accounting principles in the United States and requires expanded
disclosures regarding fair value measurements. ASC 820 defines fair value as
the exchange price that would be received for an asset or paid to transfer a
liability (i.e., the "exit price") in an orderly transaction between market
participants at the measurement date.
In determining fair value, the Company uses various valuation approaches. In
accordance with GAAP, a fair value hierarchy for inputs is used in measuring
fair value that maximizes the use of observable inputs and minimizes the use
of unobservable inputs by requiring that the most observable inputs be used
when available. Observable inputs are those that market participants would
use in pricing the asset or liability based on market data obtained from
sources independent of the Company. Unobservable inputs reflect the Company's
assumptions about the inputs market participants would use in pricing the
asset or liability developed based on the best information available in the
circumstances. FASB ASC Topic 820 establishes a three-tiered fair value
hierarchy that prioritizes inputs to valuation techniques used in fair value
calculations, as follows:
Level 1 - Valuations based on unadjusted quoted prices in active markets
for identical assets or liabilities that the Company has the ability to
access. Valuation adjustments and block discounts are not applied to Level
1 securities. Since valuations are based on quoted prices that are readily
and regularly available in an active market, valuation of these securities
does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in markets that are not active
or for which all significant inputs are observable, either directly or
indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant
to the overall fair value measurement.
F-8
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
3. Summary of Significant Accounting Policies (continued)
Valuation of Investments in Securities at Fair Value (continued)
The availability of valuation techniques and observable inputs can vary from
security to security and is affected by a wide variety of factors including,
the type of security, whether the security is new and not yet established in
the marketplace, and other characteristics particular to the transaction. To
the extent that valuation is based on models or inputs that are less
observable or unobservable in the market, the determination of fair value
requires more judgment. Those estimated values do not necessarily represent
the amounts that may be ultimately realized due to the occurrence of future
circumstances that cannot be reasonably determined.
Because of the inherent uncertainty of valuation, those estimated values may
be materially higher or lower than the values that would have been used had a
ready market for the securities existed. Accordingly, the degree of judgment
exercised by the Company in determining fair value is greatest for securities
categorized in Level 3. In certain cases, the inputs used to measure fair
value may fall into different levels of the fair value hierarchy. In
such cases, for disclosure purposes, the level in the fair value hierarchy
within which the fair value measurement in its entirety falls is determined
based on the lowest level input that is significant to the fair value
measurement.
Fair value is a market-based measure considered from the perspective of a
market participant rather than an entity-specific measure. Therefore, even
when market assumptions are not readily available, the Company's own
assumptions are set to reflect those that market participants would use in
pricing the asset or liability at the measurement date. The Company uses
prices and inputs that are current as of the measurement date, including
periods of market dislocation. In periods of market dislocation, the
observability of prices and inputs may be reduced for many securities. This
condition could cause a security to be reclassified to a lower level within
the fair value hierarchy.
F-9
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
3. Summary of Significant Accounting Policies (continued)
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 classify 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 5-7 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, In accordance with
Financial Accounting Standard Board ("FASB") Accounting Standards Codification
("ASC") Topic 360 "Property, Plant, and Equipment," 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
F-10
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
3. Summary of Significant Accounting Policies (continued)
Valuation of Long-Lived Assets (continued)
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
The Company complies with FASB ASC Topic 220, "Comprehensive Income," which
establishes rules for the reporting and display of comprehensive income (loss)
and its components. FASB ASC Topic 220 requires the Company's change in the
minimum pension liabilities, unrealized gain or loss on securities, and
foreign currency translation adjustments to be included in other comprehensive
loss, and is reflected as a separate component of stockholders' equity.
Stock-Based Compensation Plans
The Company complies with FASB ASC Topic 718 "Compensation - Stock
Compensation," which establishes standards for the accounting for transactions
in which an entity exchanges its equity instruments for goods or services. It
also addresses transactions in which an entity incurs liabilities in exchange
for goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity
instruments. FASB ASC Topic 718 focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based
payment transactions. FASB ASC Topic 718 requires an entity to measure the
cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award (with
F-11
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
3. Summary of Significant Accounting Policies (continued)
Stock-Based Compensation Plans (continued)
limited exceptions). That cost will be recognized over the period during
which an employee is required to provide service in exchange for the award the
requisite service period (usually the vesting period). No compensation costs
are recognized for equity instruments for which employees do not render the
requisite service. The grant-date fair value of employee share options and
similar instruments will be estimated using option-pricing models adjusted for
the unique characteristics of those instruments (unless observable market
prices for the same or similar instruments are available). If an equity award
is modified after the grant date, incremental compensation cost will be
recognized in an amount equal to the excess of the fair value of the modified
award over the fair value of the original award immediately before the
modification
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.
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 FASB ASC Topic 815, "Derivatives and Hedging."
Topic 815 addresses the initial balance sheet classification and measurement
of contracts that are indexed to, and potentially settled in, the Company's
own stock.
Under ASC Topic 815 contracts are initially classified as equity or as either
assets or liabilities, in the following situations:
F-12
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
3. Summary of Significant Accounting Policies (continued)
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 has 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 ASC Topic 815, "Derivatives and Hedging," 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.
F-13
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
3. Summary of Significant Accounting Policies (continued)
Assets or Liabilities (Continued)
Warrant Derivative Liabilities
We also account for warrants issued in connection with financing arrangements
in accordance with ASC Topic 815, "Derivatives and Hedging." Pursuant to ASC
Topic 815, an evaluation of specifically identified conditions is made to
determine whether the fair value of warrants issued is required to be
classified as a derivative liability. The fair value of warrants classified as
derivative liabilities is adjusted for changes in fair value at each reporting
period, and the corresponding non-cash gain or loss is recorded in current
period earnings.
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
The Company accounts for income taxes in accordance with FASB ASC Topic 740
"Income Taxes," which requires accounting for deferred income taxes under the
asset and liability method. Deferred income tax asset and liabilities are
computed for difference between the financial statement and tax bases of
assets and liabilities that will result in taxable or deductible amounts in
the future based on the enacted tax laws and rates applicable to the periods
in which the differences are expected to affect taxable income. Valuation
allowances are established, when necessary, to reduce the deferred income tax
assets to the amount expected to be realized.
F-14
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
3. Summary of Significant Accounting Policies (continued)
Income Taxes (continued)
The determination of the Company's provision for income taxes requires
significant judgment, the use of estimates, and the interpretation and
application of complex tax laws. Significant judgment is required in
assessing the timing and amounts of deductible and taxable items and the
probability of sustaining uncertain tax positions. The benefits of uncertain
tax positions are recorded in the Company's financial statements only after
determining a more-likely-than-not probability that the uncertain tax
positions will withstand challenge, if any, from tax authorities. When facts
and circumstances change, the Company reassesses these probabilities and
records any changes in the financial statements as appropriate.
In accordance with GAAP, the Company is required to determine whether a tax
position of the Company is more likely than not to be sustained upon
examination by the applicable taxing authority, including resolution of any
related appeals or litigation processes, based on the technical merits of the
position. The tax benefit to be recognized is measured as the largest amount
of benefit that is greater than fifty percent likely of being realized upon
ultimate settlement. De-recognition of a tax benefit previously recognized
could result in the Company recording a tax liability that would reduce
stockholders equity. This policy also provides guidance on thresholds,
measurement, de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition that is intended to
provide better financial statement comparability among different entities.
Management's conclusions regarding this policy may be subject to review and
adjustment at a later date based on factors including, but not limited to, on-
going analysis of and changes to tax laws, regulations and interpretations
thereof. Generally, the tax filings are no longer subject to income tax
examinations by major taxing authorities for years before 2007. Any potential
examinations may include questioning the timing and amount of deductions, the
nexus of income among various tax jurisdictions and compliance with U.S.
federal, state and local tax laws. The Company's management does not expect
that the total amount of unrecognized tax benefits will materially change over
the next twelve months.
F-15
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
3. Summary of Significant Accounting Policies (continued)
Income Taxes (continued)
Interest and Penalty Recognition on Unrecognized Tax Benefits
The Company recognizes interest accrued related to unrecognized tax benefits
in interest expense and penalties in operating expenses. No interest expense
or penalties have been recognized as of and for the periods ended December 31,
2009 and 2008. 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 FASB ASC Topic 740, "Income Taxes."
Recent Accounting Pronouncements:
The Company evaluates the pronouncements of various authoritative accounting
organizations, primarily the Financial Accounting Standards Board (FASB),
the SEC, and the Emerging Issues Task Force (EITF), to determine the impact
of new pronouncements on GAAP and the impact on the Company. The following
are recent accounting pronouncements that have been adopted during 2012,
or will be adopted in future periods.
Fair Value Measurements: In May 2011, the FASB amended the ASC to develop
common requirements for measuring fair value and for disclosing information
about fair value measurements in accordance with GAAP and International
Financial Reporting Standards. The amendment is effective for the first
interim or annual period beginning on or after December 15, 2011. The
adoption of this amendment on January 1, 2012 did not have a material
impact on the Company's results of operations and financial condition.
F-16
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
3. Summary of Significant Accounting Policies (continued)
Recently Adopted Standards (continued)
Comprehensive Income: In June 2011, the FASB amended the ASC to increase
the prominence of the items reported in other comprehensive income.
Specifically, the amendment to the ASC eliminates the option to present
the components of other comprehensive income as part of the statements
of shareholders' equity. The amendment must be applied retrospectively
and is effective for fiscal years and the interim periods within those
years, beginning after December 15, 2011.
In February 2013, the FASB amended the ASC to require entities to provide
information about amounts reclassified out of other comprehensive income
by component. The Company is required to present, either on the face of the
financial statements or in the notes, the amounts reclassified from other
comprehensive income to the respective line items in the statements of
operations. This amendment is effective for interim and annual periods
beginning after December 15, 2012.
4. Stockholders' Equity
Description of Securities
Common Stock
We have been authorized 950,000,000 shares of Common Stock at $.0001 par
value per share. As of December 31, 2009, a total of 743,580,039 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.
F-17
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 and 2008
4. Stockholders' Equity (continued)
Recent Issuance of Unregistered Securities during the year ended
December 31, 2009:
Stock issued for cash: For the year ended December 31, 2009, the Company
issued 154,034,244 shares of its $0.0001 common stock in exchange for
cash in the amount of$3,701,900, net of offering expenses of $576,000.
These shares were deemed to have been issued pursuant to an exemption
provided by Section 4(2) of the Act, which exempts from registration
"transactions by an issuer not involving any public offering.
Stock Issued for Services: For the year ended December 31, 2009, the
Company issued 200,778,636 of its $0.0001 par value 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. Of the 200,778,636 common stock shares, a total
of 116,000,000 shares, valued at $5.4 million, were issued to Igor
Dmitrowsky, our president, and 1,000,000 shares, valued at $25,000, were
issued as a component of the total consideration paid to acquire a Boeing
747 airplane. These shares were deemed to have been issued pursuant to an
exemption provided by Section 4(2) of the Act, which exempts from
registration "transactions by an issuer not involving any public offering.
Stock Issued Due to Exercise of Warrants & Options during the year ended
December 31, 2009: During the year ended December 2009, Mr. Dmitrowsky
exercised 32,000,000 warrants to acquire a like amount of shares of our
$0.0001 par value common stock. The options were exercised at the $0.0001
strike price. The exercise price was offset against accrued compensation
of $3,200.
Year Ended December 31, 2008:
Stock issued for cash: For the year ended December 31, 2008, the Company
issued 816,625 shares of its $0.0001 par value common stock in exchange
for cash in the amount of $46,450. These shares were deemed to have been
issued pursuant to an exemption provided by Section 4(2) of the Act,
which exempts from registration "transactions by an issuer not involving
any public offering."
F-18
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 and 2008
4. Stockholders' Equity (continued)
Year Ended December 31, 2008 (continued)
Stock issued for services: For the year ended December 31, 2008, the
Company issued 29,500,000 shares of its $0.0001 par value common stock
in exchange for services. We valued these shares at $675,950, or
approximately $0.022 per share, which reflected the weighted average
market value at the time of issuance. These shares were deemed to have
been issued pursuant to an exemption provided by Section 4(2) of the Act,
which exempts from registration "transactions by an issuer not involving
any public offering."
Stock issued due to exercise of warrants and options: During the year
ended December 31, 2008, a holder of 46,000,000 warrants exercised his
option to acquire a like amount of common stock. The exercise price
of these options was $0.0001; the exercise price was offset against
accrued compensation of $4,600. These shares were deemed to have been
issued pursuant to an exemption provided by Section 4(2) of the Act,
which exempts from registration "transactions by an issuer not involving
any public offering."
Summary of Option and Warrant Activity
The Company accounts for its stock option awards under FASB ASC Topic 718
"Compensation - Stock compensation." The fair value of each option is
estimated on the date of grant using the Black-Scholes option pricing
model with the following weighted average assumptions used for each grant
for the years ended December 31, 2009 and 2008; risk free interest rate of
4.4%, no dividend yield, expected lives of three to five years and
volatility between 150% and 217%. The expected term of stock option
awards granted is generally based up the "simplified" method for "plain
vanilla" options discussed in SEC Staff Accounting Bulletin ("SAB") No.
107, as amended by SAB No. 110. The expected volatility is derived from
historical volatility of the Company's stock on the OTCBB for a period
that matches the expected term of the option. The risk free interest rate
is the yield from a Treasury note corresponding to the expected term of
the option. For the years ended December 31, 2009 and 2008, the Company
recognized approximately $9,697,000 and $2,445,000, respectively, of
stock-based expenses related to the issuance of options during the year
ended December 31, 2009 and 2008.
F-19
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 and 2008
4. Stockholders' Equity (continued)
Summary of Option and Warrant Activity (continued)
The Company has not paid cash dividends and does not expect to pay cash
dividends in the future.
Outstanding Average Weighted Exercisable Weighted
at Remaining Average at Average
Exercise December31, Contractual Exercise December 31, Exercise
Price 2009 Life Price 2009 Price
______________ ____________ ___________ __________ _____________ ___________
$0.01 -$0.05 22,972,500 2.1 $ 0.02 22,972,500 $ 0.02
$0.06-$0.25 6,006,818 4.8 $0.12 6,006,818 $ 0.12
____________ ___________ __________ _____________ ___________
28,979,318 2.7 $0.04 28,979,318 $ 0.04
============ =========== ========== ============= ===========
The following is a summary of all option and warrant activity
through December 31, 2009:
Number of Weighted Remaining Aggregate
Shares Average Term Intrinsic
Outstanding Price (in years) Value
_______________ ______________ ____________ ______________
Options outstanding at December 31, 2007 61,770,000 $ 0.04
Granted in 2008 91,562,500 $ 0.10
Exercised (46,000,000) $ -
Lapsed (1,840,000.00) $ -
_______________ ______________ ____________ ______________
Options outstanding at December 31, 2008 105,492,500 $ 0.02 3.9 $ 2,000,000
Granted in 2009 2,776,818 $ 0.02
Exercised (32,000,000) $ -
Lapsed (47,290,000) $ -
_______________ ______________ ____________ ______________
Options outstanding at December 31, 2009 28,979,318 $ 0.04 2.7 $ 1,727,949
=============== ==============
Exercisable at December 31, 2009 28,979,318 $ 0.04 2.7 $ 1,727,949
=============== ==============
Amount by which the fair value of the stock at the balance sheet date exceeds the exercise price.
F-20
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 and 2008
5. Income Taxes
The Company has approximately $ 9.6 million in available net
operating loss carryovers available to reduce future income taxes.
These carryovers expire at various dates through the year 2030. The
Company has adopted FASB ASC Topic 740, "Accounting for Income Taxes," 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.
6. 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 $9,500. In 2009 and 2008 expense was
$131,895 and $76,405 respectively.
F-21
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 and 2008
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 2009 and into 2010, 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 2010.
In 2009, we raised $3.9 million 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.
Management has considered the overall pipeline effect that enhances
the initial cash position of a startup carrier. It is the industry
practice for passengers to purchase tickets in advance of their
flights while service vendors bill the carrier later.
In order that a new airline would not fly empty on day one,
approximately 30 days prior to the expected inaugural date, the DOT
authorizes sales of tickets and cargo. Such funds from advance
sales, estimated at approximately $3 mm for the company, accumulate
in an escrow account, and are released upon the issuance of the air
carrier certificate.
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-22
BALTIA AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
8. Related Party
During the years ended December 31, 2009 and 2008, the Company issued -0-
and 79,140,000 options, respectively, of its $0.0001 par value common stock
to officers and directors, valued at $-0- and $1,526,297, respectively, or a
weighted average price of approximately $0.02 per share for the options
issued during the year ended December 31, 2008. Also, during 2009 and 2008,
the Company issued 151,000,000 and 14,750,000, respectively, restricted
shares of its $0.0001 par value common stock to officers and directors,
valued at $8,201,000 and $267,050, respectively, or a weighted average
price of approximately $.054 and $0.10 per share, respectively. During
the year ended December 31, 2008, one officer exercised his option to
acquire 46,000,000 shares of the Company's $0.0001 par value common stock.
During the years ended December 31, 2009 and 2008, one officer was charged
additional compensation of $5,000 and $5,000, respectively, which represented
one-third of the rent the Company paid for its corporate headquarters during
the years ended December 31, 2009 and 2008. Also, during the years ended
December 31, 2009 and 2008, a second officer received $366,823 and $56,000,
respectively, of additional compensation, which represented payments made
for negotiating services in connection with the raise of new equity capital.
9. Subsequent Events
The Company has analyzed its operations subsequent to December 31, 2009
through the date these financial statements were filed with the Securities and
Exchange Commission.
In 2010 and the during the first quarter of 2011, the Company raised $4.4
million and $1.5 million in private placements, respectively, to support the
start of revenue flight operations.
F-23
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: February 26, 2013
/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 February 26, 2013
Igor Dmitrowsky (Principal Executive Officer
and Principal Accounting Officer)
/s/ Walter Kaplinsky Secretary and Director February 26, 2013
Walter Kaplinsky
/s/ Andris Rukmanis V.P. Europe and Director February 26, 2013
Andris Rukmanis
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: February 26, 2013
/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 Annual Report Baltia Air Lines, Inc. (the
"Company") on Form 10-K for the period ended December 31, 2009 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) But for the re-audit of the financial statements as reported in Items
8 and 9 of Part Two above, 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: February 26, 2013
/s/ Igor Dmitrowsky
Igor Dmitrowsky
Chief Executive Officer and Chief Financial Officer
(principal accounting officer)