As filed with the Securities and Exchange Commission on December 26, 2007.
Registration No. ________
_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
________________
Baltia Air Lines, Inc.
New York 4500 11-2989648
(State or (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification
organization) Code) No.)
Baltia Air Lines, Inc.
63-25 Saunders St., Suite 7I
Rego Park, NY 11374
Tel: (718) 275-5205
(Address and telephone number of principal executive offices)
Igor Dmitrowsky, President
Baltia Air Lines, Inc.
63-25 Saunders St., Suite 7I
Rego Park, NY 11374
Tel: (718) 275-5205
(Name, address and telephone number of agent for service)
Copies to:
Steffanie J. Lewis, Esq.
Counsel for Baltia
The International Business Law Firm
1915 Eye Street, NW, Suite 500
Washington, DC 20006-2118
Tel: (202) 296-1111 / Fax: (202) 296-1175
E-mail: slewis@iblf.com
Approximate date of proposed registration to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous bases pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities
Act, check the following box: [ ]
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b)
under the Securitites Act, check the following box: [ ]
Calculation of Registration Fee
Title of each Dollar Proposed maximum Proposed maximum Amount of
class of securities Amount to be offering price aggregate offering Registration
to be registered registered per unit price Fee
Common Stock $10,882,500 $10,882,500 $1,164.43
Notes:
The Company previously sold 78,226,667 common shares and 42,690,000
warrants to accredited investors which securities are outstanding. Each
such warrant entitles the holder to purchase one share of common stock
for $0.10 per share. That underlying share is to be registered in this
offering. Warrants may be exercised for three years following date of
purchase. If not exercised, the warrant expires. All 120,916,667 shares
to be registered may be offered for sale from time to time by those
securities holders listed in the accompanying Prospectus. None of the
shares to be registered will be sold by the Company to the public.
The dollar value of shares underlying 42,690,000 warrants ($3,842,100)
and of 78,226,667 common shares at present market value($7,040,400)is
$10,882,500.
The exercise price for shares underlying outstanding warrants is $0.10.
Maximum aggregate offering prices is estimated for calculating the
registration fee in accordance with Rule 457(f)(1)under the Securities Act
of 1933. The average of the bid and ask price on the OTC Bulletin Board on
December 21, within 5 days of filing this registration statement, was
approximately $.09 per share.
The Registration Fee is calculated Pursuant to Rule 457 and SEC fee
table revised February 2007.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall become effective in accordance with Section
8(a) of the Securities Act of 1933 or until the registration statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
Security holders own 78,226,667 outstanding restricted common shares and
outstanding warrants entitling them to purchase an additional 42,690,000
common shares.
SUBJECT TO COMPLETION, DATED DECEMBER _26_, 2007
PROSPECTUS
(R) BALTIA AIR LINES
78,226,667 Shares of Common Stock and
42,690,000 Shares Underlying Warrants
OTC Bulletin Board Trading Symbol: "BLTA".
The 120,916,667 shares of common stock of $.0001 par value ("Common Stock"
or "Shares") are to be registered by Baltia Air Lines, Inc. (the "Company")
on behalf of 236 shareholders. Selling shareholders currently own 78,226,667
outstanding restricted shares and 42,690,000 outstanding warrants. Each
such warrant entitles the holderto purchase one share of Baltia common stock.
The warrant exercise price is $0.10. If not exercised within three years of
its issuance, the warrant expires. Assuming all warrants are exercised, the
selling shareholders may sell from time to time an aggregate of 120,916,667
shares of Baltia common stock. Baltia will not receive any proceeds from
sales by the selling shareholders. Baltia will pay the cost of the
preparation of this prospectus as a benefit to the selling shareholders.
On December 21, 2007, the last reported sales price for Baltia common stock
on the OTC Bulletin Board was $0.095 per share.
-------------------------------------
The Securities registered hereby are speculative and involve a high degree
of risk and immediate substantial dilution. RISK FACTORS LISTED IN ITEM 3
OF THIS PROSPECTUS.
-------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 26, 2007.
TABLE OF CONTENTS Page
Item 3: Summary and Risk Factors
lack of an operating history;
lack of recent profits from operations;
poor financial position;
business or proposed business;
lack of a market for your common equity securities
Item 4: Use of Proceeds
Item 5: Determination of Price
Item 6: Dilution
Item 7: Selling Security Holders
Item 8: Plan of Distribution
Item 9: Description of Securities
Item 10: Interest of Named Experts and Counsel
Item 11: Material Changes
Item 12: Incorporation of Certain Information by Reference
Item 13: Disclosure of Commission's Position on Indemnification
for Securities Act Liabilities
Item 3: Summary Information, Risk Factors and Ratio of Earnings to Fixed
Charges
Summary
Baltia is a New York corporation with its operations center at JFK
International Airport, Terminal 4, A Concourse, Jamaica, NY 11430, Tel:
(718) 751-4999. The Company's goal is to be the leading U.S. airline in the
trans-Atlantic market between major U.S. cities and the capital cities of
Eastern Europe, including Russia, Latvia, Ukraine and Belarus. Baltia's
objective is to provide high quality three-class passenger service, as well
as cargo and mail transportation. In furtherance, Baltia has an application
pending with the US Department of Transportation (DOT) for authority to
initially provide scheduled air service between New York and St. Petersburg,
Russia carrying passengers, mail and freight. The Company has also initiated
its FAA Air Carrier Operating certification process. Assuming Baltia obtains
both certifications, service will commence upon completion of communications
between the US Department of State and Russia pursuant to the Air
Transportation Agreement between the US and Russia.
Risk Factors
Investment in the Securities to be registered hereby involves a high
degree of risk. Prospective investors should carefully review the
following factors together with the other information in this
Prospectus prior to making an investment decision. Such risks
include the following, among others:
Lack of an operating history;
The Company has not yet commenced revenue producing operations.
Accordingly, the Company is in its development stage of business. Revenue
operations have not commenced because, previously, the Company had not
raised the necessary capital. Now, Management believes that the Company has
cash and guarantees sufficient to complete certifications, provide the DOT
regulatory working capital, and commence revenue service. However, the DOT
has authority to make such a determination and unforseen events may occur.
Lack of revenue from operations;
Excepting investments, the Company has not generated any revenues.
Because the Company has generated no revenue, all expenditures during the
development stage have been recorded as pre-operating losses. Since
inception to September 30, 2007, the Company has accumulated a deficit of
$16,253,649 in preparation for the commencement of revenue producing
service. There is no assurance that the Company's activities will be
successful or result in any revenues or profit for the Company, and the
likelihood of the Company's success must be considered in the light of its
stage of development.
Poor financial position
If the current Company's capital is insufficient to meet unforeseen
financial requirements, and the Company continues to experience
pre-operating losses, there will most likely be substantial doubt as to its
ability to continue as a going concern.
Proposed business
As a "development stage" business, the Company is subject to many of the
risks common to such enterprises, including under capitalization, cash
shortages, limitations with respect to personnel, financing and other
resources, and uncertainty of customers and revenues. The Company is subject
to additional risks common to start up international airlines such as,
failing to obtain DOT Fitness Certification and Route Authority or FAA Air
Carrier Certification, unable to meet DOT initial financial regulatory cash
or cash equivalent in an amount equal to average three months expenses
assuming zero revenue, failure to receive delivery of an airplane and or to
maintain operations with a single airplane. Common to all airlines is the
risk of dilution resulting from additional financing if expenses exceed
operating revenue, of being unable to continually attract qualified
personnel replacements, of management's discretionary use of funds, of
inadvertent regulatory noncompliance, of political events adverse to
operating on an international route, of increases in fuel or labor costs, of
fluctuations of the insurance market or currency exchange rates, of
competition from other airlines, and of seasonality over the North Atlantic.
The lack of a market for the Company's common equity securities
Although the Company is listed on OTC Bulletin Board with Trading
Symbol"BLTA", there is no assurance that a market for the Company's common
equity securities will maintain or increase.
Item 4: Use of Proceeds
There is no use of proceeds because the Company will receive no money
from the sale of the shares to be registered, if and when the selling
securityholders choose to sell the shares.
Ratio of Earnings to Fixed Charges
Baltia has not commenced revenue operations. Thus there are no earnings
and no ration of earnings to fixed charges.
Item 5: Determination of Price
There is an established public market for the common equity being
registered. The securityholder is free to sell at whatever price may be.
The Company has no control over the sale price or the market price and
receives no benefit from any sale of the registered securities.
Warrants are not being registered and there is no market for them. In a
private transaction with the Company, the warrants entitle the holder to
purchase one share of common equity at $0.10 per share. However, the
underlying share is to be registered with this Statement. The warrants
are not to be registered and expire on the third anniversary of its issuance.
Item 6: Dilution
The outstanding restricted shares to be registered are held by
securityholders. The registration of said shares result in no increase of
shares outstanding. However, it may increase the volume of shares to be
offered to the public. Shares underlying listed warrants are to be
registered with this Statement. Dilution resulting from the issuance of the
underlying shares will take place in a percentage directly related to the
number of warrants exercised. As the exercise price is within $.005 to $.01
of the current market price, dilution should be minimal.
Significant dilution took place when the restricted shares, currently
being registered, were sold. See discussion of dilution in the Company's
10-QSB filing for the quarter ended on September 30, 2007.
Item 7: Selling Security Holders
The following listed persons currently hold shares to be registered.
Shares underlying the warrants are to be registered and the underlying
shares are included in the number of "Shares After Registration".
Shares Before Shares From Shares After Percentage
Name Registration Warrants Registration of Outstnding
Donna Weinreb 100,000 50,000 150,000 0.05%
Brendan Sheehan 200,000 100,000 300,000 0.10%
Scott Cadwallader 223,988 0 223,988 0.07%
Charles Van Trease 100,000 50,000 150,000 0.05%
Martha Eaton 100,000 50,000 150,000 0.05%
Louis Kleinman 100,000 50,000 150,000 0.05%
Lloyd Bartner 1,560,000 780,000 2,340,000 0.75%
Michael Giller 100,000 50,000 150,000 0.05%
Valley View Svs LLC 100,000 50,000 150,000 0.05%
Anthony S. Ruscito 200,000 100,000 300,000 0.10%
Anthony J. Ruscito 100,000 50,000 150,000 0.05%
Robert Basciano 100,000 50,000 150,000 0.05%
Neil Jones 700,000 350,000 1,050,000 0.33%
Hart Rotenberg 200,000 100,000 300,000 0.10%
Socrates Skiadas 200,000 100,000 300,000 0.10%
E.S.P. Das 1,000,000 500,000 1,500,000 0.48%
Linda Ridilla 200,000 100,000 300,000 0.10%
Fred Davoli 300,000 150,000 450,000 0.14%
Anthony Geonnotti 200,000 100,000 300,000 0.10%
Vassel Gjelaj 3,000,000 3,000,000 6,000,000 1.91%
Robert Murino 200,000 100,000 300,000 0.10%
Lessley Meredith 600,000 400,000 1,000,000 0.32%
Gregory R. Meredith 600,000 400,000 1,000,000 0.32%
Robert Kalabacker 400,000 200,000 600,000 0.19%
Joseph Conetta 200,000 100,000 300,000 0.10%
Cleon Gilberg 200,000 100,000 300,000 0.10%
Christopher Hansen 10,000 50,000 60,000 0.02%
Lori Martin 200,000 100,000 300,000 0.10%
Leo Bruss 2,700,000 1,350,000 4,050,000 1.29%
Close Up TV News 1,000,000 0 1,000,000 0.32%
Anthony Canizio 200,000 150,000 350,000 0.11%
D&D Group NY 2,000,000 2,000,000 4,000,000 1.28%
Reis Figueirido 4,000,000 4,250,000 8,250,000 2.63%
Gail Jones 200,000 100,000 300,000 0.10%
Karl Engert 600,000 600,000 1,200,000 0.38%
Robert Stoll 200,000 100,000 300,000 0.10%
William Feltzin 50,000 25,000 75,000 0.02%
Preston Capital
Partners 1,250,000 1,000,000 2,250,000 0.72%
Juliana Winler 600,000 600,000 1,200,000 0.38%
Thomas Celeste 100,000 50,000 150,000 0.05%
James Adams 400,000 400,000 800,000 0.26%
Eun Kyung Cella 1,000,000 500,000 1,500,000 0.48%
Robert Cestari 800,000 800,000 1,600,000 0.51%
Paul David Franzetta 400,000 300,000 700,000 0.22%
Yulian Wang 200,000 0 200,000 0.06%
Mathew Clare 100,000 0 100,000 0.03%
Edward Engert 100,000 100,000 200,000 0.06%
Joseph Bono 100,000 100,000 200,000 0.06%
Benjamim Turofsky 500,000 500,000 1,000,000 0.32%
Paul Ferendel 2,000,000 2,000,000 4,000,000 1.28%
Perviz M. Guard 200,000 100,000 300,000 0.10%
Cory Azriliant 750,000 250,000 1,000,000 0.32%
William Kassar 3,000,000 0 3,000,000 0.96%
David Miller 4,000,000 1,250,000 5,250,000 1.67%
Michael Visconti 250,000 250,000 500,000 0.16%
James Monaghan 200,000 100,000 300,000 0.10%
Dean Lavas 200,000 100,000 300,000 0.10%
John Marinelli 200,000 100,000 300,000 0.10%
Alan Honigstein 200,000 200,000 400,000 0.13%
Stanley Merdinger 500,000 250,000 750,000 0.24%
Thomas Iazetta 1,000,000 1,000,000 2,000,000 0.64%
Lonnie R. Bailey 200,000 100,000 300,000 0.10%
Gabriel Gomez 200,000 100,000 300,000 0.10%
Harold K. Sirota 200,000 100,000 300,000 0.10%
Eun Kyung Cella 1,000,000 500,000 1,500,000 0.48%
Joseph Shammas 50,000 25,000 75,000 0.02%
Tania Liu 850,000 600,000 1,450,000 0.46%
Lonny C. Dewalt 200,000 100,000 300,000 0.10%
Valery Meisner 50,000 25,000 75,000 0.02%
Kenny Rim 200,000 100,000 300,000 0.10%
Mark Allen Weyl 200,000 100,000 300,000 0.10%
Susan Weyl 200,000 100,000 300,000 0.10%
Geoffrey A. Manna 1,000,000 700,000 1,700,000 0.54%
Frank Cameron 100,000 50,000 150,000 0.05%
Glenn M. Smith 150,000 100,000 250,000 0.08%
Denise Wittich 200,000 100,000 300,000 0.10%
Brian M. Heinlein 100,000 50,000 150,000 0.05%
Sean D. Bisig 100,000 50,000 150,000 0.05%
Raymond Houseknecht 100,000 50,000 150,000 0.05%
Kevin J. Manning 100,000 50,000 150,000 0.05%
Raffaele Messina 400,000 200,000 600,000 0.19%
Natalia Messina 200,000 100,000 300,000 0.10%
Gerald Grossman 200,000 200,000 400,000 0.13%
Lilian Berishaj 100,000 50,000 150,000 0.05%
Louis Lopriore 300,000 150,000 450,000 0.14%
Harry Swartz 400,000 200,000 600,000 0.19%
John H. McCreight Trust 200,000 100,000 300,000 0.10%
David Rubis 200,000 100,000 300,000 0.10%
Lina Vulaj 200,000 100,000 300,000 0.10%
Gjergj Gjelaj 100,000 50,000 150,000 0.05%
Sonya Gjelaj 100,000 50,000 150,000 0.05%
Brett Hammerman 200,000 200,000 400,000 0.13%
King Nine Associates 500,000 500,000 1,000,000 0.32%
CB Hollingsworth Trust 500,000 300,000 800,000 0.26%
Steve Dipietrantonio 200,000 100,000 300,000 0.10%
Stephen Shack 220,000 110,000 330,000 0.11%
Paul C Watson 200,000 100,000 300,000 0.10%
Phillis Clare 250,000 0 250,000 0.08%
Theodore Martin Behrmann 100,000 50,000 150,000 0.05%
Richard Friedman 600,000 300,000 900,000 0.29%
Ryan Lewis 300,000 0 300,000 0.10%
Dariella Carlino 100,000 0 100,000 0.03%
David Grossman 50,000 25,000 75,000 0.02%
Michael Stevens 100,000 0 100,000 0.03%
Rudy Ehrlich 100,000 50,000 150,000 0.05%
James M. Adams 100,000 100,000 200,000 0.06%
Ernst Bodamer 100,000 50,000 150,000 0.05%
Betty Bush 500,000 250,000 750,000 0.24%
Assaf Cohen 50,000 25,000 75,000 0.02%
Carolyn Coppola 200,000 100,000 300,000 0.10%
Peter Copola 200,000 100,000 300,000 0.10%
J. Kurt Kaline 400,000 100,000 500,000 0.16%
Ming Hua Li 200,000 100,000 300,000 0.10%
Ying Li 200,000 100,000 300,000 0.10%
Mario Lombardo 400,000 200,000 600,000 0.19%
Marcello Lombardo 200,000 100,000 300,000 0.10%
Mary Iovino 200,000 100,000 300,000 0.10%
Gino Mallamaci 400,000 200,000 600,000 0.19%
Timothy O'Neil 200,000 100,000 300,000 0.10%
P&G Partners 1,000,000 1,000,000 2,000,000 0.64%
Pino Pavano 400,000 200,000 600,000 0.19%
Jorge Romero 500,000 250,000 750,000 0.24%
Joseph Rotenberg 1,000,000 500,000 1,500,000 0.48%
A. Lawrence Rubin 1,000,000 500,000 1,500,000 0.48%
Martin Swartz & 300,000 150,000 450,000 0.14%
Anthony J Scotti 200,000 200,000 400,000 0.13%
David Solomons 200,000 100,000 300,000 0.10%
Neil Spungin 400,000 200,000 600,000 0.19%
Sam Sultan 80,000 40,000 120,000 0.04%
Valery Meisner 50,000 25,000 75,000 0.02%
Max Ollech 1,000,000 500,000 1,500,000 0.48%
Roslyn Leibnitz Trust 200,000 100,000 300,000 0.10%
Neta Zarum 300,000 0 300,000 0.10%
Brumeljo, Inc. 100,000 100,000 200,000 0.06%
Vern Hollingsworth 200,000 100,000 300,000 0.10%
Mona Levin 50,000 25,000 75,000 0.02%
Albert Lian 70,000 35,000 105,000 0.03%
Janet M Lloyd 200,000 100,000 300,000 0.10%
Lee Matalon 200,000 100,000 300,000 0.10%
Shirish B Mohile 400,000 200,000 600,000 0.19%
Robert T Pryor 200,000 100,000 300,000 0.10%
Coby B. Stone 200,000 100,000 300,000 0.10%
John Swogger 200,000 100,000 300,000 0.10%
Eric Wolf 200,000 100,000 300,000 0.10%
Benjamin Wygoda 50,000 25,000 75,000 0.02%
Stephen Sung-Yi Yen 100,000 50,000 150,000 0.05%
William Anderson 600,000 300,000 900,000 0.29%
Lonnie R. Bailey 100,000 50,000 150,000 0.05%
Roy Bassett 200,000 200,000 400,000 0.13%
Theodore Behrman 100,000 50,000 150,000 0.05%
John Brown 100,000 50,000 150,000 0.05%
Guy Danza 100,000 50,000 150,000 0.05%
Arie Dreyfuss 266,667 0 266,667 0.09%
John Eizenach 100,000 50,000 150,000 0.05%
Martin Goldman 100,000 50,000 150,000 0.05%
Robert Grifka 100,000 50,000 150,000 0.05%
Peter E. Gutierrez Trust 200,000 100,000 300,000 0.10%
Michael Mancusi 100,000 50,000 150,000 0.05%
Chris McCay 50,000 25,000 50,000 0.02%
Lorraine Munter 200,000 100,000 300,000 0.10%
Menashe Nave 250,000 125,000 375,000 0.12%
Brian Rappaport 100,000 50,000 150,000 0.05%
Albano Rodrigues 300,000 150,000 450,000 0.14%
David Rumbold 100,000 100,000 200,000 0.06%
Ira Sadowsky 200,000 10,000 210,000 0.07%
Robert Snavely 50,000 25,000 75,000 0.02%
Lillian Suhaka 200,000 100,000 300,000 0.10%
John Swogger 200,000 100,000 300,000 0.10%
Thomas F. Weisz 500,000 250,000 750,000 0.24%
Hans Wiegert 200,000 100,000 300,000 0.10%
Michael Shove 100,000 50,000 150,000 0.05%
Samuel Suhaka 50,000 25,000 75,000 0.02%
Gregory Kuczinski 400,000 200,000 600,000 0.19%
Joseph T. Militello 100,000 50,000 150,000 0.05%
B. Michael Pisani 400,000 200,000 600,000 0.19%
Daniel G. Arnold 100,000 50,000 150,000 0.05%
David Rosenfeld 40,000 20,000 60,000 0.02%
Caroline FitzPatrick 200,000 100,000 300,000 0.10%
Bruce Boxall 200,000 100,000 300,000 0.10%
Krishna Hanchate 150,000 75,000 225,000 0.07%
Harold Wein 400,000 200,000 600,000 0.19%
Kylie Prnjak 200,000 100,000 300,000 0.10%
Soraya Haffejee 200,000 100,000 300,000 0.10%
Fadeliah Duarte
Family Trust P/L 200,000 100,000 300,000 0.10%
Pivotal HR Management 200,000 100,000 300,000 0.10%
Grzegorz Filipkowski 200,000 100,000 300,000 0.10%
James Palopoli 50,000 25,000 75,000 0.02%
James Aitcheson 600,000 300,000 900,000 0.29%
Keith Kearney 1,000,000 1,000,000 2,000,000 0.64%
Amit Vyas 300,000 150,000 450,000 0.14%
Robert Reiss 50,000 25,000 75,000 0.02%
Wer Gao 200,000 100,000 300,000 0.10%
Mah Kin Man 200,000 100,000 300,000 0.10%
Dough Mandart 200,000 100,000 300,000 0.10%
Barry Clare 4,000,000 0 4,000,000 1.28%
Seven Reiss 3,000,000 0 3,000,000 0.96%
Total: 78,036,667 42,690,000 120,726,667
Certain persons listed in the above table held a position, office, or other
material relationship within the past three years with the Company or an
affiliate. Those person are identified in the following table.
Baltia Air Lines
Shares to be Registered - Consultants, Management
Name Shares Warrants Shares Relationship
Registered with Company
Close Up TV News 1,000,000 0 1,000,000 Consultant - film production
D&D Group NY 2,000,000 2,000,000 4,000,000 Finder
Reis Figueirido 4,000,000 4,250,000 8,250,000 Finder
Preston Capital
Partners 1,250,000 1,000,000 2,250,000 Finder
Juliana Winler 600,000 600,000 1,200,000 Finder
Mathew Clare 100,000 0 100,000 Finder
Cory Azriliant 500,000 250,000 750,000 Finder
William Kassar 3,000,000 0 3,000,000 Finder
David Miller 4,000,000 1,250,000 5,250,000 Finder
Michael Visconti 250,000 250,000 500,000 Finder
Phillis Clare 250,000 0 250,000 Finder
Ryan Lewis 300,000 0 300,000 Finder
Barry Clare 4,000,000 0 4,000,000 Vice President Finance
Seven Reiss 3,000,000 0 3,000,000 Mgr., Telemarketing Pax Sales
Total: 24,250,000 9,600,000 33,850,000
Item 8: Plan of Distribution
The Company has no plan of distribution. All shares registered in this
Statement will be sold to the public by the selling securityholders, at
will.
All shares to be registered with this Statement may be resold to the
public at some time in the future at, presumably, the market price.
Item 9: Description of Securities to be Registered.
All securities to be registered are common equity of $.0001 par
value(Common Stock) previously offered as restricted shares by and through
Baltia Air Lines, Inc. to accredited investors. Holders of Baltia Common
Stock are entitled to one vote per Share on all matters requiring a vote of
stockholders. There are no preemptive or cumulative voting rights.
Since the Common Stock does not have cumulative voting rights, on
matters presented to stockholders or in electing directors, the holders of a
majority of the outstanding shares of Common Stock will determine the
outcome and, in voting for the election of directors, can elect all of the
directors. Nothing in the Company's bylaws would delay or prevent a change
in control of the Company. A change voted upon by a majority of the
shareholders would become immediately effective.
The Company has never paid dividends on its Common Stock and presently
intends to retain earnings, if any. There can be no assurance that dividends
will or will not be paid to its shareholders. Payment of dividends on the
Company's Common Stock rests with the discretion of the Company's board of
directors and will depend upon future earnings, if any.
The warrants referred to in this Statement are not to be registered and
are referenced herein solely to identify underlying shares. The shares
underlying the warrants are Common Share with identical rights and
limitations as all Baltia Common Shares described above.
Prior to this registration, there has been an established limited
public market for the Company's securities, and there can be no assurance
that any further market will develop or, if developed, that it or the
current market will be sustained. The Company is listed as "BLTA" on
the OTC Bulletin Board.
Item 10: Interests of Named Expert and Counsel
Steffanie J. Lewis, Esq., The International Business Law Firm, PC, 1915
Eye Street N.W, Suite 500, Washington, DC 200062118, is the Company's
General Counsel since 1989, and has passed upon the validity of the
Securities to be registered hereby. Steffanie J. Lewis owns 7,623,331 Shares
or 3.3% of the Company. The International Business Law Firm is retained at
$5,000 per month for legal services.
The financial statements for the quarterly period ended on September
30, 2007, and filed on 10-QSB with the SEC, incorporated by reference in
this Prospectus and Registration Statement, were reviewed by Michael F.
Cronin, CPA, Rochester, NY, in accordance with standards established by the
Public Accounting Oversight Board (United States).
Item 11: Material Changes
There have been no material changes since Baltia's 10-QSB report
ended September 30, 2007.
Item 12: Incorporation of Certain Information by Reference
The Company incorporates by reference Baltia's Form 10-KSB filed for
the period ended December 31, 2006 pursuant to Section 13(a) of the Exchange
Act, and Baltia's Forms 10-QSB filed for the quarterly periods ended March
31, 2007; June 30, 2007 and September 30, 2007.
The Company will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in the prospectus but
not delivered with the prospectus. The Company will provide this
information upon written or oral request at no cost to the requester. Make
requests to Steffanie J. Lewis, 1915 Eye Street, NW, Suite 500, Washington,
DC, 20006-2118; telephone number (202) 296-1111.
The Company has filed with the SEC a Registration Statement under the
Securities Act with respect to the Securities being registered by this
Prospectus. The Company is currently filing periodic reports under the
Securities Exchange Act of 1934 ("Exchange Act"), as amended. The public
may read and copy any materials Baltia filed with the SEC at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.
Baltia is an electronic filer. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of
that site is "http://www.sec.gov".
Item 13. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities.
The Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
NOT IN PROSPECTUS BUT REPORTED
Item 14: Other Expenses of Issuance and Distribution.
Baltia is paying for all expenses related to the Registration Statement
and Prospectus. Excepting the SEC filing fee and legal services, the
expenses are generally administrative such as telephone calls, faxes and
e-mail. The SEC filing fee of $1,164.43 is paid concurrently with filing the
Registration Statement. International Business Law Firm, PC is paid $5,000
per month. For the following reasons, there were no further expenses related
to this registration. The financial information appearing in the
Registration Statement and Prospectus are the product of accounting services
which were provided in preparation of Baltia's SEC quarterly and annual
reports. There were no additional accounting services required nor paid
respecting this Registration Statement and Prospectus.
Item 15: Indemnification of Directors and Officers
The Company bylaws provide indemnification to its directors, officers
and controlling persons to the extent permitted by law. Insofar as
indemnification for liabilities arising under the Securities Act may be
provided to the officers, directors or persons controlling the Company, the
Company has been informed that in the opinion of the SEC, such
indemnification is against public policy and is therefore unenforceable.
Item 16: Exhibits
Baltia Air Lines, Inc.
Exhibit Index
Exhibit No. Description of Exhibit
1. Warrant - Instrument defining the rights of security holders
2. Opinion on legality
3. Letter on unaudited interim financial information
4. Consents of experts and counsel
Item 17: Undertakings
Warrants. Underlying Shares to be registered are to be issued upon the
exercise of outstanding warrants on an on-going basis for three years from
the past purchase date of that warrant. As the Company is offering no
securities withthis registration, the Company is not making a continuing
offer pursuant to Rule 415. If the Company will reoffer to the public
any underlyihng securities not taken by security holders, with any
modifications that suit the particular case, Baltia will supplement the
prospectus, after the end of the subscription period, to include the
results of the subscription offer, and the terms of any later reoffering.
If the Company makes any public offering of the securities on terms
different from those on the cover page of the prospectus, it will file a
post-effective amendment to state the terms of such offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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 26, 2007.
Baltia Air Lines, Inc.
By
__/S/____________________________ Dated: December 26, 2007
Igor Dmitrowsky, Chief Executive and Chief Financial 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 dates indicated.
__/S/____________________________ Dated: December 26, 2007
Igor Dmitrowsky, Board Member
__/S/____________________________ Dated: December 26, 2007
Walter Kaplinsky, Board Member
__/S/____________________________ Dated: December 26, 2007
Andris Rukmanis, Board Member
As filed with the Securities and Exchange Commission
on December _26_, 2007
Registration No.
___________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
Baltia Air Lines, Inc.
Exhibits
EXHIBIT 1 - Copy of Warrant - Instrument defining the rights of security holders
STOCK WARRANT CERTIFICATE
NUMBER COMMON STOCK WARRANTS
[ ] [ ]
BALTIA AIR LINES, INC.
Incorporated under the laws of the State of New York
This Certifies that _________
is the owner of
FULLY PAID AND NON-ASSESSABLE WARRANTS OF COMMON STOCK OF $.0001 PAR VALUE OF
BALTIA AIR LINES, INC.
exercisable and transferable on the books of the Corporation in person or by
attorney upon surrender of this certificate duly endorsed or assigned. Each
warrant entitles the holder to purchase one share of common stock at $.10
from the Corporation any time during a three year period from the state of
this certificate. The shares purchased hereunder shall be fully paid and
non-assessable. This certificate and the shares represented hereby are
subject to the laws of the State of New York, and to the Certificate of
Incorporation and Bylaws of the Corporation, as now or hereafter amended.
WITNESS the seal of the corporation and signatures of its duly authorized
officers.
Dated:
__________________ ____________________
Secretary (SEAL) President
EXHIBIT 2 - OPINION ON LEGALITY
The International Business Law Firm P.C.
1915 Eye Street, NW, Suite 500
Washington, DC 20006-2118 U.S.A.
Telephone: (202) 296-1111 Fax: (202) 296-1175
E-mail: slewis@iblf.com
LEGAL OPINION
The International Business Law Firm, P.C. ("law firm"), has acted on
behalf of Baltia Air Lines, Inc., a New York corporation with principal
executive offices at 63-25 Saunders Street Suite 7-I, Rego Park, NY 11374
("Baltia" or "Company") with respect to preparing and filing the
Corporation's application for DOT Fitness Certification and the current SEC
Registration Statement.
The principal documents in said transactions include New York State
Corporate certificate of good-standing, articles and bylaws of the
Corporation, SEC Quarterly Reports, the Company's SB2 333-37409 and the
Company's Registration Statement, Prospectus and exhibits therein. In
giving the opinion expressed below, we have reviewed said documents, and
have relied upon financial information provided by Michael Cronin,
CPA, Rochester, NY.
It is the law firm's belief that the Company is properly organized,
that presently issued Common Stock and the Common Stock to be registered
in connection with the Company's Registration Statement has been issued and is
being issued legally, and that the Company is fully complying with the
Federal Securities Act of 1933, as amended. The Company has a reserve of
29,027,591 Common Stock.
Based upon and subject to the foregoing, we are of the opinion that all
documents have been filed and all proceedings taken by the Corporation
that are required by the Securities and Exchange Commission of the
United States in order to qualify the Securities to be registered and sold
to the public in the United States. No other documents are required to
be filed, proceedings taken or approvals, consents or authorizations of
regulatory authorities obtained in order to comply with U.S. Securities
and Exchange Commission requirements to permit the sale and
delivery of the Securities by the listed Selling Securityholders in the
United States.
The registered shares will have been legally issued, fully paid and
non-assessable.
The International Business Law Firm
By: /S/ Steffanie J. Lewis
Attorney
Date: December 21, 2007
EXHIBIT 3 - LETTER ON UNAUDITED INTERIM FINANCIAL INFORMATION
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
I consent to the incorporation by reference in this Registration Statement
on Form S-3 of my report dated March 29, 2007, relating to the financial
statements of Baltia Air Lines, Inc. (the Company) (which report expresses
an unqualified opinion and includes the Company's adoption of Statement of
Financial Accounting Standards No. 123(R), Share-Based Payment), appearing
in the Annual Report on Form 10-KSB of the Company for the year ended
December 31, 2006, and to the reference to us under the headings "Experts"
in the Prospectus, which is part of this Registration Statement.
/s/ Michael F. Cronin, CPA
Rochester, NY
December 20, 2007
EXHIBIT 4 - CONSENT OF EXPERTS AND COUNSEL
The International Business Law Firm P.C.
1915 Eye Street, NW Suite 500
Washington, DC 20006-2118 U.S.A.
Telephone: (202) 296-1111 Fax: (202) 296-1175
E-mail: slewis@iblf.com
I, Steffanie J. Lewis, on behalf of myself and The International
Business Law Firm, PC, consent to being named in the above Registration
Statement and Prospectus submitted by Baltia Air Lines, Inc. on Form 5-3.
The International Business Law Firm
By: /s/
Steffanie J. Lewis
Sr. Attorney and V.P.
Date: December 21, 2007
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
I consent to the incorporation by reference in this Registration Statement
on Form S-3 of my report dated March 29, 2007, relating to the financial
statements of Baltia Air Lines, Inc. (the Company) (which report expresses
an unqualified opinion and includes the Company's adoption of Statement of
Financial Accounting Standards No. 123(R), Share-Based Payment), appearing
in the Annual Report on Form 10-KSB of the Company for the year ended
December 31, 2006, and to the reference to us under the headings "Experts"
in the Prospectus, which is part of this Registration Statement.
/s/ Michael F. Cronin, CPA
Rochester, NY
December 20, 2007