As Filed with the Securities and Exchange Commission
on December 19, 2001
and amended December 20, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8 POS
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Amended)
BALTIA AIR LINES, INC
(Exact Name of Registrant as Specified in Charter)
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NEW YORK 11-2878648
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification Number)
Organization)
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63-25 SAUNDERS STREET 7 I,
REGO PARK, NY 11374
(718) 275-5205
(Address & telephone number of principal executive offices)
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BALTIA AIR LINES REOFFER AND RESALE
REGISTRATION OF DECEMBER 2001
(Full title of the plan)
Igor Dmitrowsky, President & CEO
Baltia Air Lines, Inc.
63-25 Saunders Street 7 I, Rego Park, NY 11374
(718) 275-5205
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Maximum sale Maximum Registration
shares to be registered price per aggregate fee
registered share sale price
(Actual
Price)
Common Stock 5,775,000 $.0001 $577.50 No fee
required
(1) This reoffer and resale registration statement (the
"Registration Statement") registers 5,775,000 previously-issued
restricted shares of Common Stock to named Selling Security
Holders, par value $.0001 per share (the "Common Stock"), pursuant
to the Baltia Air Lines Reoffer and Resale Registration of December
2001 (the "Plan").
(2) The registration fee was calculated using the price that
was paid for the shares being registered herein for resale. There
is no present market for the shares and no assets underlying the
shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to the named Selling Security
Holders as specified by Rule 428(b)(1) of the Securities Act. Such
documents are not being filed with the Securities and Exchange
Commission (the "Commission"), but constitute, along with the
documents incorporated by reference into this Registration
Statement, a prospectus that meets the requirements of Section
10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
The Company will furnish without charge to each person to whom the
prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated by
reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the
information that is incorporated). Requests should be directed to
Baltia Air Lines, Inc., 63-25 Saunders Street, Suite 7 I, Rego, NY
11374; Attention: Igor Dmitrowsky, President & CEO; telephone
number (718) 275-5205.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Company with
the Commission are incorporated by reference into this Registration
Statement:
(a) The Company's Form 10-KSB for the year ended December 31, 2000;
(b) The Company's Form 10-QSB for the quarters ended March 31,
June 30, and September 30, 2001; and
(c) The Company's Registration Statement 333-37409 filed with the
Commission having an effective date of February 12, 1999.
(d) Minutes of the Board of Directors' Meeting, November 30, 2001.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock included in this Plan were issued as restricted
shares at the par value per share price of $.0001 with full rights
to one vote per share. The shares registered herein are fully paid
and non-assessable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock registered hereunder has been
passed upon for the Company by Steffanie J. Lewis, Esq., The
International Business Law Firm, PC, 3511 North Thirteenth Street,
Arlington, Virginia 22201-4907. Ms. Lewis is Legal Counsel to the
Company and owns restricted shares of Common Stock and options to
purchase additional Common Stock, the sum of which has no market
value at this time, or at least the market value does not exceed
$50,000.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's bylaws provide that, except for willful negligence or
intentional criminal conduct, the Company shall indemnify its
Directors, Chairman & President, Secretary, Officers and Counsel
against personal liability, including shareholder and/or regulatory
actions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The restricted securities being registered for resale were issued
under exemption 4(2) to the following persons in the stated
amounts. The Selling Security Holders are:
Steffanie Lewis. . . . . . . . . . . . . . . . . .1,715,000* shares
Richard Charbit . . . . . . . . . . . . . . . . . 1,400,000* shares
Richard Charbit . . . . . . . . . . . . . . . . . 2,660,000* shares
(in his capacity as 100%
owner of Yorktown Consultancy
Services, Ltd.)
* The number of shares reflects a 7 for 1 forward split authorized
by a majority of shareholders as recorded in the minutes of the
Directors' Meeting of November 30, 2001, incorporated herein as
Exhibit 20.
The Company issued the restricted shares to Steffanie Lewis and to
Mr. Charbit on March 14, 2001, in private offerings for legal work
and business consulting, respectively, provided to the Company with
unanimous ratification at the Shareholders' Annual Meetings by a
majority of shareholders on August 24, 2001. Both Ms. Lewis and
Mr. Charbit had access to virtually all the information about the
Company in order that each might provide the Company with
appropriate counsel and advice. Both Ms. Lewis and Mr. Charbit had
knowledge and experience to evaluate the information they obtained.
The securities were not issued to raise capital for the Company.
Ms. Lewis and Mr. Charbit obtained the shares to be held in their
respective private inventories. There was no solicitation.
ITEM 8. EXHIBITS.
Exhibit No. Description
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3.1 Articles of Incorporation, as amended
3.2 Bylaws, as amended
15 Letter on Unaudited Interim Financial Information*
19.1 Form 10-KSB December 31, 2000
19.2 Form 10-QSB March 31, 2001
19.3 Form 10-QSB June 30, 2001
19.4 Form 10-QSB September 30, 2001
20 Minutes of the Board of Directors' Meeting, Nov 30, 2001
23.1 Consent of Independent Public Accountants*
23.2 Consent of Steffanie J. Lewis, Esquire*
* Dated and manually signed written consent is located at the
office of The International Business Law Firm, PC., 3511 North
Thirteenth Street, Arlington, Virginia 223201-4907.
ITEM 9. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York on December 20, 2001.
(Registrant) BALTIA AIR LINES, INC.
By: /s/ ____ IGOR DMITROWSKY ______
Igor Dmitrowsky,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the date indicated.
____ /s/ IGOR DMITROWSKY ____
Igor Dmitrowsky,
principal executive officer, principal financial officer, and
principal accounting officer
____ /s/ WALTER KAPLINSKY _____
Walter Kaplinsky,
Corporate Secretary and US authorized representative
of Andris Rukmanis
____ /s/ ANDRIS RUKMANIS _____
Andris Rukmanis, Director
EXHIBIT INDEX
Exhibit No.
3.1 Articles of Incorporation, as amended
3.2 By-laws, as amended
15 Letter on Unaudited Interim Financial Information*
19.1 Form 10-KSB December 31, 2000
19.2 Form 10-QSB March 31, 2001
19.3 Form 10-QSB June 30, 2001
19.4 Form 10-QSB September 30, 2001
20 Minutes of the Board of Directors' Meeting, Nov 30, 2001
23.1 Consent of Independent Public Accountants*
23.2 Consent of Steffanie J. Lewis, Esquire*
* Dated and manually signed written consent is located at the
office of The International Business Law Firm, PC, 3511 North
Thirteenth Street, Arlington, Virginia 22201-4907.