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Last time I looked, there is no record of the summons being delivered.
Where is proof Aerline is hurting for money? Where is the required 8k with of the better deal Baltia was demanding? If the Songbird acquisition was such a bad deal, why did that sharp dude agree to the terms to begin with? Why was that sharp still so eager to close the deal 2 weeks after the scheduled closing date?
Why should Baltia shareholders take responsibility for their own actions? Baltia never has. After every failure, the Baltia true believers, their fellow shareholders, are pitching the company narrative: it's not our fault, the FAA is corrupt, N417XA was bad, Songbird is sick, Aerline changed the deal, and the favorite, blame it on the dead guy.
Baltia & Tony will soon be offering shareholders a brand new oppoortunity of a lifetime. The new oppoortunity is Doober, it will revolutionize the recreational marijuana use with high sharing rides.
What has Baltia accomplished this year that would qualify as a positive?
That may have been related to when Songbird's certificate goes dormant for lack of use.
Same old path, down the toilet.
Nah, we're not blind to Tony and the crew's accomplishments this past year.
Fell out of Kalitta's good graces.
Being sued for about 9 million dollars, so far.
Gave away a million dollars.
Found unfit by the DOT.
Can't raise capital due to outstanding liabilities.
Still no current financials; supposedly they're under review.
I suspect: they never were redone, they were too screwed up to fix, or the auditor hasn't been paid for services yet.
Have they been evicted from Willow Run yet?
If Songbird was so sick, why was he still eager to close the deal 2 weeks after the scheduled closing?
The only kind of fish Baltia bait attracts is suckerfish.
Fake trips for a fake airline/
Tony is no less inept than any other Stinky Pinky CEO.
Where is the required 8k, showing the amendments of the Agreement filed on 9/1/2017? The one Tony was still so eager to complete as of 11/14/17?
"I want to assure you that we are eager to resolve the delays in the closing with Songbird and remain as dedicated as ever to moving beyond this chapter of our pre-revenue business in order to rapidly proceed toward scheduled passenger flights. Our goal has and always will be to create a successful company that puts its shareholders above all else. Completing the Songbird acquisition will put us in a position to generate revenue while focusing on growth and profitability for both our business and our investors."
Yep, looks like Baltia is going to be abandoned. Tony is going to do what he should have done last year. Make USGLOBAL an entirely separate company with no ties to Baltia's failures, debts, and it's shareholders.
If Baltia was not given access to those items they could have terminated the agreement and been entitled to a refund of the purchase deposit. Since there is no evidence of Baltia terminating the agreement, Aerline fulfilled their end of the agreement.
Here it is again, from 6.2 of the 8k filed on 9/1/2017
6.2 Access. From the date hereof or such earlier date as Seller shall have received a non-disclosure agreement signed by Buyer until the Closing (or until earlier termination of this Agreement, Seller (i) shall give Buyer and its Representatives access to the records of Songbird in the digital due diligence “room” created by Seller (or to hard copy versions of such records, on request, and provided however that access to the proprietary manuals of Songbird shall be provided only upon Seller’s receipt of (a) this Agreement as signed by Buyer and(b) ACKNOWLEDGEMENT that the Purchase Deposit has become NON-REFUNDABLE and HELD by Seller, whereupon such manuals will be made available during normal Songbird hours in person at the Coral Gables office of Songbird) and (ii) shall cooperate reasonably with Buyer in its investigation of Songbird.
https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12265350
You go right ahead believe what you want to. As per the agreement that Tony signed, the Purchase Deposit is Non-refundable.
You're right, it is really very simple and easy to comprehend. However your copy & paste missed a key element.
In the event that the Company(Baltia) terminates the Agreement pursuant to such terms, AerSale shall return to the Company(Baltia) any and all amounts of the purchase price paid by the Company(Baltia) to AerSale, minus any fees due to the escrow agent.
As officially stated by Tony in the 8k, the agreement was terminated by Aerline not the Company(Baltia)
The rest of that paragraph: The Agreement may be terminated by each of the Company and AerSale at any time prior to the closing if any judgment, order, injunction writ, ruling, verdict, decree, stipulation or award of any governmental authority restrains, prohibits or enjoins either the Company or AerSale from consummation the transaction. In addition, after October 31, 2017, in the event that the closing has not yet occurred due to a material breach by either of AerLine or the Company of any of their representations, warranties, covenants, obligations or agreements made in the Agreement, and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within 15 days after written notice thereof, then the other party may terminate the Agreement. In the event that the Company terminates the Agreement pursuant to such terms, AerSale shall return to the Company any and all amounts of the purchase price paid by the Company to AerSale, minus any fees due to the escrow agent.
Is there an 8k from Baltia indicating the agreement was terminated by either party prior to the closing? No?
Is there an 8k stating there have been any judgments, orders, injunction writs, rulings, verdicts, decrees, stipulations or awards of any governmental authority restrains, prohibits or enjoins either the Company or AerSale from consummation the transaction? No?
Is there an 8k showing us that Baltia terminated the agreement with Aerline? No?
There is an 8k that states Aerline terminated the agreement due to Baltia's failure to proceed with the closing as scheduled.
Yep, Only Official Facts, provided by Tony and the Company, with links to the Official Documents, signed by Anthony D. Koulouris.
The Company previously made a good-faith deposit of $1,000,000 with a third party escrow agent, which funds were released to AerLine on September 1, 2017.
6.2 Access. From the date hereof or such earlier date as Seller shall have received a non-disclosure agreement signed by Buyer until the Closing (or until earlier termination of this Agreement, Seller (i) shall give Buyer and its Representatives access to the records of Songbird in the digital due diligence “room” created by Seller (or to hard copy versions of such records, on request, and provided however that access to the proprietary manuals of Songbird shall be provided only upon Seller’s receipt of (a) this Agreement as signed by Buyer and(b) ACKNOWLEDGEMENT that the Purchase Deposit has become NON-REFUNDABLE and HELD by Seller, whereupon such manuals will be made available during normal Songbird hours in person at the Coral Gables office of Songbird) and (ii) shall cooperate reasonably with Buyer in its investigation of Songbird.
https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12265350
Item 1.02 Termination of a Material Definitive Agreement
On August 30, 2017, Baltia Air Lines, Inc. dba USGlobal Airways (the “Company”) entered into a stock purchase agreement (the “Agreement”) with AerLine Holdings Inc. (“AerLine”) for the purchase of all of the issued and outstanding shares of capital stock of Songbird Airways, Inc. (“Songbird”), a wholly owned subsidiary of AerLine, for an aggregate purchase price of $6,500,000 (the “Acquisition”) to be paid in cash, plus any amounts related to certain pre-paid assets of Songbird. The Acquisition was scheduled to close no later than October 31, 2017. In connection with the Agreement, the Company made a good-faith deposit of $1,000,000 with a third party escrow agent, which funds were released to AerLine on September 1, 2017.
The Company received a letter, dated November 22, 2017, from AerLine terminating the Agreement as a result of the Company’s failure to proceed with the closing as scheduled.
https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12406444
No Official Facts have been provided by Tony and Company, of the $1,000,000.00 Purchase Deposit being returned to Baltia from Aerline.
Aerline did terminate the deal. Tony did not share the reasons why USGlobal failed to proceed with the closing as scheduled.
Tony's shareholder update of 11/30/17, does give the impression there is a lack of money. "Our capital raising efforts have been directly affected by the actions of the legacy company,"
The accountant won't release the financials until they're paid in full.
Why would Aerline care about the condition of Baltia's financials? All they wanted was a check for $5,500,000.00 that would not bounce.
Did Ambassador Ned L. Siegel resign, or is he too ashamed to admit any involvement with Baltia d.b.a. as USGlobal?
https://www.linkedin.com/in/ambassador-ned-l-siegel-6618467/
No link available for a SWAG,but considering the importance of those relevant personnel, Baltia would have announced having secured their employment.
Wild Claims? Lets see:
Baltia did not terminate the agreement in any shape, fashion, or form.
If Aerline's termination of the agreement warranted an 8k so would have Baltia's termination of the agreement.
https://www.sec.gov/cgi-bin/browse-edgar?company=baltia+air+lines&match=&CIK=&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany
There will be no refund, of the non-refundable purchase deposit.
Tony acknowledged the purchase deposit was non-refundable when he signed the agreement 8/30/2017
https://www.sec.gov/Archives/edgar/data/869187/000161577417004908/s107400_ex10-1.htm
No copies of current financials readily available from the SEC.
Do you see any current financials here?
https://www.sec.gov/cgi-bin/browse-edgar?company=baltia+air+lines&match=&CIK=&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany
Difficulties getting funding due to Baltia's prior liabilities.
How about straight from the company's mouth? "Our capital raising efforts have been directly affected by the actions of the legacy company,"
https://www.usglobal.com/latest-news
The relevant Songbird personnel that were required, rejecting Baltia's job offers.
That is more of a SWAG, with a very high probability of accuracy instead of a wild claim. Especially since they know what future to expect working at a one plane Jane airline.
All three are key considerations in the DOT & FAA's approval process to transfer Songbird's certificates.
https://www.transportation.gov/sites/dot.gov/files/docs/Certificated_Packet_2012_final.pdf
Well Songbird is off the table.
Kalitta requires payment in full.
DOT has found Baltia unfit.
No current financials.
No funding.
Same useless management.
People should be more wary of the Stinky Pinky traditional Wash, Rinse, & Repeat.
Baltia did not terminate the agreement in any shape, fashion, or form. There will be no refund, of the non-refundable purchase deposit.
Whatever defects caused the agreement to be terminated, belong to Baltia, not Aerline.
What might those defects be?
No copies of current financials readily available from the SEC?
Difficulties getting funding due to Baltia's prior liabilities?
The relevant Songbird personnel that were required, rejecting Baltia's job offers?
All three are key considerations in the DOT & FAA's approval process to transfer Songbird's certificates.
Baltia should not start all over again, under another contract, the outcome will not change.
Why would anyone assume it was refunded? Aerline terminated the agreement because of Baltia's failure to proceed with the closing as scheduled.
The only way Baltia was entitled to a refund is if Aerline committed a material breach of the agreement. If they had, the 8k would have been about Baltia sending Aerline written notice terminating the agreement and repayment of the purchase deposit.
If the purchase deposit had been refunded it would have been stated in the 8k along with the Aerline's termination notice.
When was the agreement really terminated? N417XA was put back on the market 11/13/2017. This could not have been done if the agreement was still being considered as implied by Tony on 11/14/2017.
That was true of the LOI filed back in June.
Now lets go to the formal agreement they entered into on August 30, 2017.
6.2 Access. From the date hereof or such earlier date as Seller shall have received a non-disclosure agreement signed by Buyer until the Closing (or until earlier termination of this Agreement, Seller (i) shall give Buyer and its Representatives access to the records of Songbird in the digital due diligence “room” created by Seller (or to hard copy versions of such records, on request, and provided however that access to the proprietary manuals of Songbird shall be provided only upon Seller’s receipt of (a) this Agreement as signed by Buyer and (b) acknowledgment that the Purchase Deposit has become NON-REFUNDABLE and held by Seller, whereupon such manuals will be made available during normal Songbird hours in person at the Coral Gables office of Songbird) and (ii) shall cooperate reasonably with Buyer in its investigation of Songbird.
https://www.sec.gov/Archives/edgar/data/869187/000161577417004908/s107400_ex10-1.htm
I would like to see Baltia listed in an SEC notification of a trading halt.
We already know thanks to Tony.
6.2 Access. From the date hereof or such earlier date as Seller shall have received a non-disclosure agreement signed by Buyer until the Closing (or until earlier termination of this Agreement, Seller (i) shall give Buyer and its Representatives access to the records of Songbird in the digital due diligence “room” created by Seller (or to hard copy versions of such records, on request, and provided however that access to the proprietary manuals of Songbird shall be provided only upon Seller’s receipt of (a) this Agreement as signed by Buyer and (b) acknowledgment that the Purchase Deposit has become NON-REFUNDABLE and held by Seller, whereupon such manuals will be made available during normal Songbird hours in person at the Coral Gables office of Songbird) and (ii) shall cooperate reasonably with Buyer in its investigation of Songbird.
https://www.sec.gov/Archives/edgar/data/869187/000161577417004908/s107400_ex10-1.htm
No guess work involved. I'm going by what was stated in the 8Ks filed by Baltia.
Do you have a list of those Certain Employees of Songbird as of 10/31/2017?
Were any of the Relevant Songbird employees willing to accept employment with Baltia?
Again, if that truly was the case, then the agreement should have been terminated by Baltia.
If that were the case, the agreement should have been terminated in accordance with:
8.1 Termination of Agreement . This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the
Closing:
(a) By Buyer:
i. if any Order restraining, prohibiting or enjoining Seller from consummating the Transaction shall have been entered and such
Order shall have become a final Order at any time before the earlier of the Closing or October 31, 2017;
ii. at any time after October 31, 2017, if the Closing shall not have occurred solely because there shall have been a material breach by Seller of any of its representations, warranties, covenants, obligations or agreements contained in this Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in Section 7.1 , and such breach shall be incapable of being cured or, if capable of being cured, shall not have been cured within fifteen (15) days after written Notice thereof shall have been received by Seller, and in any event not cured on or before October 31;
iii. upon receipt of a copy of Buyer’s written notice of termination to Seller pursuant to paragraphs 8.1(a)i. or (a)ii. above, Seller
shall pay to Buyer the Purchase Deposit, and the Escrow Agent shall pay to Buyer the balance of funds held by the Escrow Agent pursuant to the Escrow Agreement, after deducting Buyer’s half of the escrow fee charged by the Escrow Agent in connection with the Escrow Agreement in the event that such half shall not have already been paid separately by Buyer.
Obviously that was not the case, because Tony's shareholder update on 11/14/2017 inferred all was well, still eager to acquire Songbird. Several folks here were jumping for joy, the deal was still on. Yea go Tony.
In a rare moment of honesty in the 11/29/17 8k, Tony acknowledges a Baltia failure.
Tony's shareholder update on 11/30/2017 beats around the bush that funding was one of the problems, but tries to spin it as though Baltia terminated the agreement in the shareholders best interest.
Baltia was not trying to buy an operational airline. They were only trying to buy Songbird's certificates.
Baltia had the right (in its sole and absolute discretion), but not the obligation, to offer employment, on an at-will basis, effective as of the Closing Date, to any or all current or former employees (employed since the date Seller acquired Songbird) of Songbird.
Baltia could not solicit for employment, either directly or indirectly, any employees of Songbird’s Affiliates.
Nothing in the agreement was to be construed as transferring to Buyer (i) any Contract with any current or former employee of Songbird or for the employment of any Person or engagement of any independent contractor by Songbird or (ii) any rights or obligations Songbird may owe to or be owed by any current or former employee, officer, consultant, independent contractor or agent of Songbird.
Yes, Baltia received a letter of termination from AerSale, the Seller;
Yes, the Escrow Agent shall pay to Buyer the balance of any funds held by the Escrow Agent...
The $1,000,000.00 Purchase Deposit was removed from that balance on 9/1/2017.
If Aerline had been at fault, then Baltia could have gotten the Purchase Deposit back.
a) By Buyer:
iii. upon receipt of a copy of Buyer’s written notice of termination to Seller pursuant to paragraphs 8.1(a)i. or (a)ii. above, Seller shall pay to Buyer the Purchase Deposit, and the Escrow Agent shall pay to Buyer the balance of funds held by the Escrow Agent pursuant to the Escrow Agreement, after deducting Buyer’s half of the escrow fee charged by the Escrow Agent in connection with the Escrow Agreement in the event that such half shall not have already been paid separately by Buyer.