UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Date of Amended Report: March 13, 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, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-14519
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, 2010 is $20,913,294.
The number of shares of the registrant's common stock outstanding as of
April 7, 2011 was 1,150,636,026.
EXPLANATORY NOTE: This sixth amended filing is done to correct certain
errors found in calculation of stock-based compensation, and valuation as
stated in Items 11 and the Financial Notes to the Financial Statements,
Note 3, Note 4, Note 9, and Note 10. All corrected sections are included
in this report.
NO OTHER CHANGE IN FINANCIAL EXHIBITS OR OTHER EXHIBITS AS PREVIOUSLY FILED.
TABLE OF CONTENTS
PART 1
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Information
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statement Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting
And Financial Disclosures
Item 9A Controls and Procedures
Item 9B Other Information
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statements
[SECTION OMITTED]
Item 11. Executive Compensation.
No cash compensation was paid to the executive officers of the Company
during the fiscal years ended December 31, 2010.
During the year ended December 31, 2010, the Company issued 187,600,000
shares of its $.0001 par value common stock to its executive officers; the
shares were recorded at fair value and were awarded as bonus fully earned
and non-assessable, and containing no future earned performance of forfeiture
requirements. Of this 187,600,000 total, 149,000,000 shares, valued at
$8,759,000, was issued to Igor Dmitrowsky, president and CEO.
COMPENSATION TABLE - YEAR 2010
Change in
Pension Value
Value and
Non-Equity Nonqualified
Stock Option Incentive Incentive All Other
Name & Principal Awards Awards Plan Comp. Plan Compensation
Position Year Salary Bonus Earnings Compensation ,, Total
_______________ _____ ________ _____ ___________ ______ _________ ____________ ___________ ____________
Igor Dmitrowsky 2010 $ - $ - $ 8,759,000 $ - $ - $ - $ 145,453 $ 8,904,453
2009 123,395 - 5,896,000 - - - 5,000 6,024,395
Bary Clare 2010 - - 2,024,000 - - - 293,427 2,317,427
2009 - - 819,000 - - - 366,823 1,185,823
Russ Thal 2010 - - 293,000 - - - - 293,000
2009 - - 302,000 - - - - 302,000
Walter kaplinsky 2010 - - 202,000 - - - 3,930 205,930
2009 - - 65,000 - - - - 65,000
Andris Rukmanis 2010 - - 162,000 - - - - 162,000
2009 - - 59,000 - - - - 59,000
. 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 $11,444,500 and $7,141,000 for stock awards for the
years ended December 31, 2010 and 2009. 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 between one and five years, and volatility of 200%.
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 $15,000
and $5,000, which represents one-hundred percent and one-third of the
rent the Company paid for its original corporate headquarters during
the years ended December 31, 2010 and 2009, respectively. In addition,
during the year ended December 31, 2010, Mr. Dmitrowsky received other
compensation of $130,453 for services provided the Company in lieu of
salary.
. Mr. Clare's was paid additional compensation of $293,427 and
$366,823 for the years ended December 31, 2010 and 2009, respectively,
which represents amounts paid him for negotiating services in connection
with the raise of new equity capital.
. Mr. Kaplinsky was paid additional compensation of $3,930 for
services provided the Company during the year ended December 31, 2010.
EMPLOYMENT AGREEMENTS
The Company has no individual employment agreements with any of its
executive officers or employees.
Future Compensation of Executive Officers
The board of directors approves salaries for the Company's executive
officers as well as the Company's overall salary structure. For year one
following the closing of financing sufficient to commence flight
operations, the rate of compensation for the Company's executive officers
is expected to be:(i) President $198,000, Executive Vice President
$130,000, Vice President Finance $120,000, (ii) Vice President Marketing
$110,000,and (iii) Vice President Europe $90,000. Board directors are
not presently compensated and shall receive no compensation prior to
commencement of revenue service.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
[SECTION OMMITTED]
Item 15. Exhibits and Financial Statements.
APPENDIX A.
Baltia Air Lines, Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
For the Years Ended December 31, 2010 and 2009
Table of Contents
Page(s)
Report of Independent Registered Accounting firm F-1
Balance Sheets as of December 31, 2010 and 2009 F-2
Statements of Operations for the years ended
December 31, 2010 and 2009, and the period August 29,
1989 (inception) to December 31, 2010 F-3
Statements of Cash Flows for the years ended
December 31, 2010 and 2009, and the period August
29, 1989 (inception) to December 31, 2010 F-4
Statement of Stockholders' Equity for the years
ended December 31, 2010, 2009, 2008, and 2007 F-5
Notes to Financial Statements F-6 to F-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Years Ended December 31, 2010 and 2009
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, 2010 and 2009 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
the financial 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 basis for 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, 2010 and 2009 and the results of its operations and its cash flows
for the years then ended in conformity with accounting
The Company has incurred operating losses since inception. Note 8 of
the financial statements address Management's Plan regarding the future
operations of the Company.
Patrick Rodgers, CPA, PA
Altamonte Springs, Florida
May 9, 2011
Except Note 3, Note 4, Note 9
And Note 10 - February 28, 2013
F-1
[SECTION OMITTED]
BALTIA AIR LINES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
3. Summary of Significant Accounting Policies (continued)
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.
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.
F-20
BALTIA AIR LINES, INC.
(A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
4. Stockholders' Equity
[SECTION OMITTED]
Recent issuance of Unregistered Securities during the year ended
December 31, 2010:
Year Ended December 31, 2010
Stock issued for cash: For the year ended December 31, 2010, the Company
issued 115,776,464 shares of its $0.0001 par value common stock in
exchange for cash in the amount of $4,377,454, net of offering expense
of $1,094,366. 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, 2010, the
Company issued 252,658,491 shares of its $0.0001par value common stock
in exchange for services. These shares were valued at $15,009,850, or
about $0.059 per share, which reflected the weighted average market
value at the time of issuance. Of the 252,658,491 total, 149,000,000
shares, valued at $8,759,000 were issued to Igor Dmitrowsky, president
and CEO. We also issued 6.8 million shares of our $0.0001 par value
common stock as a debt incentive; these shares were valued at $202,000.
Year Ended December 31, 2009
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 $5.9 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.
Stock Options and Warrants
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 year ended December 31, 2008; risk free interest rate of 4.4%, no
dividend yield, expected lives of between one to five years and volatility
of 200%. 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, 2010 and 2009, the Company recognized approximately $15,009,850
and $9,697,000 , respectively, of stock-based expenses related to the
issuance of options and shares .
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 2010 Life Price 2010 Price
_________________ ______________ ____________ ______________ _______________ ____________
$0.01 -$0.05 26,372,500 1.1 $ 0.02 26,372,500 $ 0.02
$0.06-$0.25 6,006,818 3.8 $ 0.12 6,006,818
______________ ____________ ______________ _______________ ____________
32,379,318 1.6 $ 0.03 32,379,318 $ 0.03
============== ============ ============== =============== ============
The following is a summary of all option activity through December 31, 2010:
Average
Number of Weighted Remaining Aggregate
Shares Average Term Intrinsic
Outstanding Price (in years) Value
______________ ______________ ____________ ________________
Options outstanding at December 31, 2008 105,492,500 $ 0.02
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 $ 0.03 2.7 $ 1,727,949
Granted in 2010 3,400,000 $ -
Exercised - - $ -
Lapsed - $ -
______________ ______________ ____________ ________________
Options outstanding at December 31, 2010 32,379,318 $ 0.03 1.6 $ 661,076
============== ============== ============ ================
Exercisable at December 31, 2010 32,379,318 $ 0.54 1.6 $ 661,076
============== ============== ============ ================
Amount by which the fair value of the stock at the balance sheet
date exceeds the exercise price.
[SECTION OMITTED]
BALTIA AIR LINES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
8. Management's Plan of Operation (continued)
In 2010 we raised $4.4 mm in a private placement in order to start
revenue flight operations. Based on our prior experience with
certification and current preparations the management believes that the
launch budget, previously reviewed by the DOT, will be adequate to
complete certification and to commence flight service. Approximately
$300,000 is budgeted for aircraft, $450,000 for certification tasks,
and $300,000 for general and administrative expenses. At the time
flight service is inaugurated the company plans to have approximately
15 management and 45 staff personnel.
There can be no assurance that additional financing will be available
on terms favorable to us or at all. If adequate funds are not
available or are not available on acceptable terms, we may not be able
to fund expansion.
[SECTION OMITTED]
Note 9 - Related Party
During the year ended December 31, 2010 and 2009, the Company issued
187,600,000 and 151,000,000, respectively, restricted shares of its
$0.0001 par value common stock to officers and directors. These restricted
shares were valued at $11,444,500 and $7,141,000 respectively, or a weighted
average price of approximately $.06 and $.054 per share, respectively. Its
president and CEO was charged additional compensation of $15,000 and $5,000,
which represents one-hundred percent and one-third of the rent the Company
paid for its original corporate headquarters during the years ended December
31, 2010 and 2009, respectively. Also, during the year ended December 31,
2010, this officer received other compensation of $130,453 for services
provided the Company in lieu of salary. A second officer, vice president-
finance, was paid additional compensation of $293,427 and $366,823 for the
years ended December 31, 2010 and 2009, respectively, which represents
amounts paid him for negotiating services in connection with the raise of
new equity capital. A third officer, corporate secretary, was paid additional
compensation of $3,930 for services provided the Company during the year
ended December 31, 2010. A company controlled by a member of the board of
directors, was issued 6.8 million restricted shares of the Company's $0.0001
par value common stock, as loan cost paid in connection with the financing
of a 747-200 airplane. In addition, this company was issued 3.4 million
warrants to purchase a like number of the Company's $0.0001 par value
common stock within one year of December 1, 2010.
10. 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.
During the first quarter of 2011, the Company raised $1.5 million in
private placements, to support the start of revenue flight operations.
F-26
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: March 13, 2013
/s/ Igor Dmitrowsky
By: Igor Dmitrowsky, President, CEO and CFO