UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
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
Date of Report: April 11, 2012
BALTIA AIR LINES, INC.
(Exact name of Registrant as specified in its charter)
NEW YORK 11-2989648
(State of Incorporation) (IRS Employer Identification No.)
63-25 SAUNDERS STREET, SUITE 7 I, REGO PARK, NY 11374
(Address of principal executive offices)
Registrant's telephone number, including area code: (718) 275-5205
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 fourth amended filing is done to correct certain
errors found in the contract exhibits filed previously, and includes a
updated Exhibit List as Item 15. The updated exhibits, corrected
to fix errors in redaction related to the Company's request for
confidential treatment, are filed herewith. NO CHANGE IN FINANCIAL
EXHIBITS OR OTHER EXHIBITS AS PREVIOUSLY FILED EXCEPT AS NOTED
as "CHANGED 4/11/12"
TABLE OF CONTENTS
PART IV.
Item 15. Exhibits and Financial Statements.
OTHER EXHIBITS
3.1 Certificate of Incorporation of Baltia Air Lines, Inc.
(as amended October 21, 2010 and filed November 2, 2011)
3.2.1 Bylaws of Baltia Air Lines, Inc.
(amended in 2010 and ratified May 18, 2011)
3.2.2 Bylaws of Baltia Air Lines, Inc.
(amended and ratified November 7, 2011
10.1 Aircraft Purchase Agreement of November 24, 2010
between Baltia Air Lines, Inc. And Kalitta Air, LLC with
confidential portion omitted and filed separately with
the Commission pursuant to a request for confidential
treatment. CHANGED 3/2/12: Corrections made to redacted
portion.
10.2.1 Lease Agreement between the Joint Stock Company,
Pulkovo Airport, and Baltia Air Lines, Inc. of February 11, 2010
with confidential portion omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
CHANGED 3/2/12: Corrections made to fix redaction errors. CHANGED
4/11/2012: Some redaction errors were corrected.
10.3 Aircraft Purchase Agreement between Logistic Air, Inc.
And Baltia Air Lines, Inc. Dated August 12, 2009. with
confidential portion omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
CHANGED 3/2/12: Corrections made to fix redaction errors.
10.4 Fuel supply Agreement between Joint Stock Company "SOVEX"
and Baltia Air Lines, Inc. Of February 2, 2010 with confidential
portion omitted and filed separately with the Commission
pursuant to a request for confidential treatment.
10.5 Letter evidencing agreement that engines identified in
Item 10.6 below may be removed from N705BL and installed on N706BL.
10.6 Engine Lease Agreement between Logistic Air, Inc. and
Baltia Air Lines, Inc. Dated January 15, 2010 with confidential
portion omitted and filed separately with the Commission
pursuant to a request for confidential treatment. CHANGED 4/11/2012 -
Redaction limited to wiring instructions.
10.7 Product and Services Agreements between Navtech Systems
Support Inc. and Baltia Air Lines, Inc. dated January 15, 2010
with confidential portion omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
10.8.1 Customs Clearance Agreement between ZAO Cargo Terminal
Pulkovo and Baltia Air Lines, Inc.dated June 1, 2010 with
confidential portion omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
CHANGED 3/2/12: Corrections made to fix redaction errors.
10.8.2 Customs Clearance Agreement between ZAO Cargo Terminal
Pulkovo and Baltia Air Lines, Inc.dated June 1, 2010 with
confidential portion omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
CHANGED 3/2/12: Corrections made to fix redaction errors.
10.9.1 Ground Handling Agreement at Pulkovo Airport between
ZAO Cargo Terminal Pulkovo and Baltia Air Lines, Inc. dated
January 2004 with confidential portion omitted and filed separately
with the Commission pursuant to a request for confidential treatment.
CHANGED 3/2/12: Corrections made to fix redaction errors.
10.9.2 Ground Handling Agreement at Pulkovo Airport between ZAO
Cargo Terminal Pulkovo and Baltia Air Lines, Inc. dated January
2004 with confidential portion omitted and filed separately with
the Commission pursuant to a request for confidential treatment.
CHANGED 3/2/12: Corrections made to fix redaction errors.
10-10 through 10-12 intentionally omitted.
10.13.1 Insurance Hull and Liability Policy UA00004495AV09A dated
December 2009 through December 2010. CHANGED 4/11/2012 - Full
agreement submitted without redaction as confidentiality
request has been withdrawn.
10.13.2 Insurance Hull and Liability Policy UA00004495A VI OA,
dated December 2010 through December 2011. CHANGED 3/2/12: Full
agreement submitted without redaction as confidentiality
request has been withdrawn.
10.14 Ground and Passenger Handling at JFK International Airport
Agreement between Swissport North America, Inc. and Baltia Air Lines,
Inc. with confidential portion omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
CHANGED 3/2/12: Corrections made to fix redaction errors.
FURTHER EXPLANATION: This agreement is not executed or effective at
this time since Company has no arrivals or departures.
NOTE: Pursuant to 17 CFR 240.24b-2, confidential information has been
omitted from certain of the appended exhibits and has been filed
separately with the Securities and Exchange Commission pursuant to
a Confidential Treatment Request filed with the Commission.
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 11, 2012
/s/ Igor Dmitrowsky
By: Igor Dmitrowsky, President, CEO and CFO