UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Date of Amended Report: March 08, 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 a clerical calculation
error which over-reported stock awards to the Company's principal, Mr.
Igor Dmitrowsky for the year 2009 as $6,956,000. This has been corrected
to show the value of $5,896,000, in Item 11, Executive Compensation, and
the related financial notes to the Exhibits contained in Item 15 Financial
Statements, specifically Notes 4 and 8. All other parts of this report,
other than the Table of Contents, have been omitted and remain the same
as the most recent previously.
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
[SECTION OMITTED]
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 $ - $5,896,000 $ - $ - $ $ 5,000 $ 6,024,395
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 $7,141,000
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.
[SECTION OMITTED]
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 $5.9 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.
[SECTION OMITTED]
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 $7,141,000 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.
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 8, 2013
/s/ Igor Dmitrowsky
By: Igor Dmitrowsky, President, CEO and CFO