UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1 - Dated: April 29, 2016
| 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, 2015 | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(Exact name of Registrant as specified in its charter)
| NEW YORK (State of Incorporation) | 11-2989648 (IRS Employer Identification No.) |
| JFK International Airport, Terminal 4, Room 262.089, Jamaica, NY 11430 (Address of principal executive offices) (718) 917-8052 (Registrant's telephone number, including area code) | |
| Title of each class -None- | Name of each Exchange on which registered -None- |
| Securities Registered pursuant to Section 12(g) of the Exchange Act: | |
| Common Stock, (Title of Class) | $.0001 Par Value |
| 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. Yes [X] - - No [ ] | |
| 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 [ ] Non-accelerated filer [ ] | 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 December 31, 2015 is $ 6,703,843 | |
| The number of shares of the registrant's common stock outstanding as of March 31, 2016 was 8,111,449,414 | |
EXPLANATORY NOTE: This Amendment is filed to correct errors in Part Three - Item 12 which is filed herein in its entirety. The original filing did not have correct share totals for two of the officers, due to errors in the Forms 4 and 5 filed for them, and did not include the corrections found in last year's 10-K/A for fiscal year 2014 filed on September 10, 2015 wherein the errors were corrected. Only the Cover Page, the Table of Contents, the changed Part Three - Item 12 are included in this filing.
No other changes have been made to the Form 10-K. This Amendment speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures or exhibits made in the original Form 10-K or subsequent amendments, other than as stated above.
| 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 - Required FD Disclosure of Nonpublic Material 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. | Financial Statements and Other Exhibits |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
As of December 31, 2015, there were 7,555,755,534 shares of common stock, par value $0.0001 outstanding. The following table sets forth, as of December 31, 2015, 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.
Directors and Officers | Common Shares Beneficially Owned | Percent of Total Outstanding, % | |
|---|---|---|---|
Igor Dmitrowsky | 851,654,266 | * | 11.272 |
Russell Thal | 36,254,600 | *** | 0.48 |
Barry Clare | 147,003,998 | ** | 1.946 |
Vick Luis Bolanos | 534,254,501 | 7.071 | |
Walter Kaplinsky | 19,429,394 | *** | 0.257 |
Andris Rukmanis | 6,685,897 | 0.086 | |
Shares of all directors and executive officers as a group (6 persons) | 1,595,065,509 | 21.11% | |
Other 5% Owners | Common Shares Beneficially Owned | Percent of Total Outstanding, % | |
John A. Drago | 1,008,173,896 | 13.343 |
* An error in the summation of the previously issued stock was discovered and corrected in a Form 5 filing on April 30, 2015.
** A share audit revealed error in the summation of the previously issued stock and this was corrected in a Form 5 filing on May 20, 2015.
*** These entries were misreported in the original filing, having been corrected last year in an share audit.
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: April 29, 2016
/s/ Russell Thal
Chairman and President
Russell Thal
(Principal Executive Officer)
/s/ Anthony D. Koulouris
Interim Chief Financial Officer
Anthony D. Koulouris
(Principal Accounting Officer)
