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That would be true, IF, the Company(Baltia d.b.a. USGlobal) had terminated agreement. However, Tony made it quite clear, in the 8k filed 11/29/2017, that the acquisition was terminated by Aerline, not Baltia(the Company).
"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
If the Purchase Deposit had been returned, it would have been stated in the 8k.
Tony provided the Proof that the Purchase Deposit was not returned in the 8k that was filed 11/29/2017. If it had been returned it would have been included in the 8k somewhere before or after Baltia's admission of failure.
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
Not according to Tony and the rest of Baltia's supreme management team.
You're right, a free million dollars plus interest, and they still have the certificate they can sale. What did Baltia walk away with?
Songbird appreciates the free $1,000,000.00.
Back in June when they announced the LOI the Purchase Deposit was still refundable.
As of June 23, 2017, the Company has made a good-faith deposit of $1,000,000 with a third party escrow agent, which funds shall be fully refundable to the Company in the event that the Company and Songbird do not enter into a formal, definitive purchase agreement.
Then 8/30/2017 they entered into a formal agreement. Then the only way the Purchase Deposit would have to be refunded, is if the seller committed a material breach of the contract.
8.1 (a) Termination 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.
8.a (b) Termination by Seller:
iv. upon receipt of a copy of Seller’s written notice of termination to Buyer pursuant to paragraphs 8.1(b)i., ii. or iii. above, the Escrow Agent shall pay to Buyer the balance of any 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.
The 8k filed 11/29/17 states Baltia received written notice from the Seller.
XTRA Airways president Frank Visconti terminated the service because "their erstwhile partner, Dream Pacific Aviation Service HK Ltd., failed to meet its obligations."
Just as Baltia failed to meet its obligations for the Songbird acquisition.
Yep, Songbird was so, so sick. Tony really wanted to help so he gave them $1,000,000.00, what a guy.
Tuesday, November 14, 2017
To that end, we have been working diligently for several months to acquire Songbird Airways and are committed to closing the deal. 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.
How old is the theory of Baltia, now referred to as USGlobal, becoming America's newest airline?
Baltia received notice from the auditor the financials are being held pending payment in full. Afterwhich, Tony decided that it would not be in the shareholders' best interest to release them at this time.
Tony was absolutely right about the 8k filed 11/29/17. Aerline terminated the deal because Baltia failed to close the deal.
Yep, on 11/23/2017 Baltia's World renowned management team, a million dollars lighter, decided Songbird was not the right option for the shareholders
On June 15, 2017, Baltia Air Lines, Inc. dba USGlobal Airways (the “Company”) entered into a non-binding letter of intent with AerLine Holdings LLC (the “LOI”) for the exclusive right to acquire of all of the issued and outstanding shares of capital stock of Songbird Airways, Inc.
FOR IMMEDIATE RELEASE July 24, 2017
We have concluded our due diligence review of Songbird and have already confirmed the current status of Songbird’s FAA and DOT certificates. Members of our executive management have had several meetings as well as continued communications with representatives from Songbird and the FAA. We are working to close this acquisition on or before September 15, 2017. This acquisition would be important because it would allow our company to initiate revenue operations immediately by utilizing the same aircraft and air carrier certificate previously operated by Songbird.
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 is scheduled to close on October 15, 2017 (the “Scheduled Closing Date”), but in no event later than October 31, 2017, and the Company is required to present proof of sufficiency of funds to AerLine fifteen days prior to such Scheduled Closing Date. 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.
Tuesday, November 14, 2017
To that end, we have been working diligently for several months to acquire Songbird Airways and are committed to closing the deal. 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.
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.
Actually it was a much better deal than $0.0001, Barry Claire got those 300 million shares for $0.0000.
Did they finally buy a copy of "how to buy an airline for dummies"?
Wow is that the new direction? Tony straps the jet engines on his back and races in drag?
First you do a Google search for: DOT requirements to transfer airline certificates.
Click the link for: U.S. Air Carriers | US Department of Transportation
https://www.transportation.gov/policy/aviation-policy/licensing/US-carriers
Transfer of Authority
Certificates are not transferable without prior Department approval. Applications for transfer of certificate authority should be filed jointly by the transferor and the transferee with the Department’s Dockets Section at least three months in advance of the proposed effective date of the transfer. Additional time would be required if objections are filed or complex or unusual issues are raised by the application. Applicable filing fees, to be paid via www.pay.gov, are $290 (interstate authority) and $255 (foreign authority). Under section 41105 of the Statute, in order to approve a transfer, the Department must find that the proposed transfer is “consistent with the public interest,” that is, that the transferee is fit to conduct the proposed operations.
The Department must also analyze the effects of the transfer on (1) the viability of each air carrier involved in the transfer, (2) competition in the domestic airline industry, and (3) the trade position of the United States in the international air transportation market. Applicants for a certificate transfer should describe the circumstances of the transfer, attach evidence supporting the fitness of the transferee as set forth in section 204.3, and provide sufficient information to enable the Department to analyze the effects of the transfer as noted above. In addition, a balance sheet for the air carrier immediately prior to and immediately following the projected closing date of the transfer, as well as copies of all agreements between the transferor and transferee, should be filed.
Now you got to find section 204.3
Luckily they made this real easy and provided links for it and a how to guide.
Start with the: How to Become a Certificated Air Carrier
There you will find another link for the pdf file https://www.transportation.gov/sites/dot.gov/files/docs/Certificated_Packet_2012_final.pdf
Scroll past the management section that Baltia didn't meet, down to page 17 under: Financial Position and Operating Plans you will find:
Data Required
The following financial information about the applicant should be provided:
1. Balance sheets and income statements of the applicant and all relevant corporations, together with their accompanying explanatory footnotes (including a description of the company's significant accounting policies, such as for depreciation, amortization of intangibles, overhauls, unearned revenues, and cost capitalization), for the three most recent calendar or fiscal years, and for a period ending no more than three months prior to the date of filing(Baltia did not have this available). This requirement may be met by the submission of financial statements, preferably audited, or 10K and/or 10Q reports filed with the Securities and Exchange Commission.
a. The financial documents should include a statement as to who prepared them, his or her qualifications and relationship, if any, to the applicant, and whether they were prepared in accordance with Generally Accepted Accounting Principles.
b. If an annual audit, review, or compilation by an independent CPA is performed, the name and address of the firm, and type of services provided should be listed.
2. Statements which include a description of the following:
a. Any liens or encumbrances against any of the applicant's or any relevant corporation’s assets, including those pledged as collateral for any outstanding obligations.
b. Any major commitments into which the applicant or any relevant corporation has entered during the past 6 months, or proposes to enter into during the next 6 months, including bank or other institutional financing, private financing, issuance of bonds or stock in the applicant, or major contracts to perform services.
c. Any transactions in which the applicant or any relevant corporation sold or exchanged any major assets (aircraft, land, buildings, etc.) during the past 6 months, or plans to sell or exchange within the next 6 months, including how any funds realized from those transactions were, or are intended to be, used.
d. Any liabilities of the applicant or any relevant corporation that are more than 60 days past due at the time of the application, including the amount and the circumstances under which they are past due and will be paid.
e. Any contingent liabilities that may have an effect on the applicant's or any relevant corporation’s financial posture (e.g., lawsuits, pending judgments), including plans to meet those obligations.
f. Any events that occurred after the preparation of the most recent financial statements that may have a significant impact on the financial position or on the operations of the applicant or any relevant corporation. If no such events have occurred, provide a statement to that effect.
There is another link for: CFR 14 Parts 200-1199 that will take you to Title 14 Aeronautics and Space Parts 200 to 1199 pdf. CFR-2012-title14-vol4 Part 200 DOT.pdf
Part 204 starts on page 10 and 204.3 Subpart B—Filing Requirements starts on page 12.
Baltia knew they did not have 3 years of current filings when they submitted their request to transfer Songbird's certificate.
When the Logistic Air problem came up in early July they should have terminated the LOI with Aerline while the $1,000,000.00 Purchase Deposit was still refundable.
You folks keep telling us how great Baltia's management team is. 1 or 2 Google searches, and a few minutes of reading could have prevented this whole Songbird fiasco before the initial LOI was issued back in June.
Yes, it was part of the Tuesday, November 14, 2017 update when they informed us they were still eager beavers to complete the Songbird deal just for the heck of it.
How did Baltia's team of experts overlook the filing requirements of 14 CFR part 204.3 sub part B? Yes these filing requirements also have to be met when trying to acquire the certificates of another airline just for the heck of it.
Baltia has non-redacted copies of those reports that they can share with the public just for the heck of it.
Well they know part of it. Baltia's 13G filer will be joining the board, Ms 14-0 certificates and some guy with bad hair implants, that lost $1,000,000.00, will be moving on.
Thats right the FAA sabotaged the slides on N706BL for all 7 mini evacs.
Just for the heck of it:
On June 15, 2017, Baltia Air Lines, Inc. dba USGlobal Airways (the “Company”) entered into a non-binding letter of intent with AerLine Holdings LLC (the “LOI”) for the exclusive right to acquire of all of the issued and outstanding shares of capital stock of Songbird Airways, Inc.
more heck of it:
FOR IMMEDIATE RELEASE July 24, 2017
We have concluded our due diligence review of Songbird and have already confirmed the current status of Songbird’s FAA and DOT certificates. Members of our executive management have had several meetings as well as continued communications with representatives from Songbird and the FAA. We are working to close this acquisition on or before September 15, 2017. This acquisition would be important because it would allow our company to initiate revenue operations immediately by utilizing the same aircraft and air carrier certificate previously operated by Songbird.
more heck of it:
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 is scheduled to close on October 15, 2017 (the “Scheduled Closing Date”), but in no event later than October 31, 2017, and the Company is required to present proof of sufficiency of funds to AerLine fifteen days prior to such Scheduled Closing Date.
And the $1,000,000.00 heck of it:
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.
more heck of it:
Tuesday, November 14, 2017
To that end, we have been working diligently for several months to acquire Songbird Airways and are committed to closing the deal. 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.
All of that was just for the heck of it?
All of Baltia's problems and roadblocks have been and will continue to be self-induced.
Yep, another rebranding on the way. USGLOBAL is history, got to stop dwelling on that ancient failure...uh decision in the best interest of shareholders.
Since Baltia d.b.a. USGlobal will never fly, I don't think there will be any lawsuits from passengers.
So everything regarding Baltia d.b.a. USGlobal, prior to 11/30/2017 is ancient history and should be forgotten all about?
Baltia will not try to acquire Eastern's nor any other airline's certificate.
Baltia has milked all they could out of becoming America's newest airline, that storybook has been closed.
Unless they've raised the A/S, they don't have 400 million shares available to sell.
Well it's not like they'll ever pay it back to wherever it came from.
They owe Vic a couple million
Logistic Air about 9 million
Now this million
No telling how much they owe Kalitta for rent, storage fees for N706BL plus other expenses.
Then there is Doug's lawsuit for back wages. Don't be surprised if other join the suit.
Does it really where that $1 million came from? Baltia d.b.a USGlobal forfeited it with their failure to close the deal.
Yep, 8 (b) iv. does state: the Escrow Agent shall pay to Buyer the balance of any funds held by the Escrow Agent...
However you conveniently forgot, the Escrow Agent already handed over the $1,000,000.00 to Aerline on 9/1/17.
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.
The $1,000,000.00 was not refunded, Aerline did not commit a material breach of the agreement.
The agreement was terminated because of Baltia's failures, not because management felt it was in the shareholders best interests.
So did Tony lie in the 8k by stating they had sufficient funds? Like Baltia's Bffs kept telling us money was no problem?
Personnel were not asked for in the agreement.
Baltia was free to hire any of Songbird's employees that were willing to come work for Baltia.
But it was all done in the shareholders' best interest.
They do not get the million dollars back. The seller did not commit any material breach of the contract.
If Baltia was entitled to a refund of the purchase deposit that would have been included in yesterday's 8k filling
I'm sure Tony has known since 9/13/17 when the DOT notified him that Baltia was found unfit for lack of: money, qualified personnel, and current/accurate financials.
Sadly, many don't realize Baltia is the Pig, and they got poked.
Come on folks bust through the 52 week low.