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How can you say that? Tony learned from the master himself. Igor the great rocket scientist, gifted Tony his 26 years of Airline knowledge.
Director of Maintenance, is that the politically correct title for head janitor now?
If it were 2 entirely different carriers sure. But Songbird and Xtra Airways have the same parent company, the same president & ceo. Most likely the only difference between their manuals is the title page. Even the plane Songbird put in storage N417XA, has an Xtra Airways tail number.
Why would Songbird 737-400 qualified employees, need substantial regulatory training to work on one of Xtra Airways 737-400s? Or even their 737-800s which isn't much different than the 400?
As per the agreement: 6.3 (e) The Schedule of Certain Employees contains a true and complete list of the names and positions of the employees of Songbird who currently fill certain positions at Songbird. Seller will keep the requisite positions filled pending the Closing. It will be solely Buyer’s responsibility to retain the relevant employees following the Closing.
Looks like it didn't really get started until 9/1/17 when they instructed the Escrow Agent to release the $1mil.
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.
Agreed they don't need employees with bad attitudes. But they do need the old employees who were operating Songbird. The FAA is more likely to approve transferring the certificate, if Baltia is only acting as a Holding company, such as BALTIA HOLDINGS LLC.
What few employees were left after Songbird retired their 1 and only worn out plane, are probably working for Xtra Airways.
For 28 years the Baltia team has always employed the best of best. No other Airline can match Baltia's 28 years of no luggage lost or their perfect on time record.
The first 2 bankruptcies occurred with Songbird's current president/CEO Frank Visconti under the name of Sky King.
In March 2010, Sky King filed for Chapter 11 bankruptcy protection.
At the end of August 2012, Sky King again filed for Chapter 11 bankruptcy protection.
The number of shares that trade hands can be greater than the number of shares authorized. Can it happen? Baltia has been trying to become America's newest Airline since August of 1989, can it happen?
Just you wait and see. All of Baltia's 40,000 FB likers are anxiously waiting for the confirmation PR. 20 billion shares will swap hands after it comes out.
Getting delisted for not reporting for 2 years is not a given. I agree these Pinksheeters should get delisted for that, but there are some out there that have never reported and have not been delisted.
Baltia/USGlobal is not buying N417XA.
Just wondering, what questions was he answering?
We do wonder.
They said they're keeping SongBird's management, that would simplify transferring the authority by the FAA.
They say they have sufficient funds for the buyout, and we've been told many times by those in the know, that money is not a problem. That they've got all they need to get things started.
Proof of that is what the DOT needs to declare them financial fit, willing and able.
Igor gave the DOT certified or notarized letters from a couple of banks to prove lines of credit sufficient to start operations.
The penalties you're referring to, are why I believe the price changed from $6.2 mil to $6.5 mil when they extended the 9/15 closing to between 10/15 to 10/31.
Why would they need to get them done before closing the deal?
Aersale doesn't care if they're current with their SEC filings, they just want the money.
There isn't anything in their filings to prove they can operate an Airline safely, so the FAA doesn't care about them.
There isn't anything in the filings to prove they're financially fit to begin operations, so the DOT doesn't care about them.
Well 10/31 might not really be the latest date. ....October 31, 2017, the final deadline for Closing (unless another time or date is agreed to in writing by the parties).
They gave the closing a 16 day window unless rescheduled or terminated. They haven't failed, this time, just yet.
It would not be the first time they released a Monday PR ahead of schedule.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133233665
Yes, it has to be paid prior to the date of closing. That date has not been determined yet. It has a possible range of 10/15 to 10/31, which is still open for rescheduling. If Baltia pays in advance for the C check and they are unable to close the deal, Aersale is not going to refund the payment.
It might get pushed back even further. Baltia must present proof of sufficiency of funds, to AerLine before midnight tomorrow.
Jared is almost done serving his time for the money he made off this scam. The only words from him regarding EESO, will be from his attorney if someone files a lawsuit.
Yes, the FAA is well aware of their certification rules. That is why Baltia's N706BL failed all 7 mini-evac demonstrations.
The FAA is not all over the C check of N417XA, it is in storage. The C check will be scheduled when Baltia is actually ready to close the deal, not before. When the FAA approved facility completes the C check, the FAA will be updated accordingly.
FINRA will not be involved with this particular buyout. As per the 8k dated 9/1/17 this is a cash deal, none of Baltia's publicly traded shares are being exchanged to acquire SongBird.
Yes, the FAA knows how to handle buyouts and mergers of Airlines.
The DOT also knows how to determine if an Airline is financially fit to conduct operations.
I'm presuming they can't do the ticker and name change, and R/S until they are current with their filings.
Aersale does not care if Baltia is current with their SEC filings.
So if Baltia really does have the money as claimed on 9/1/17, why haven't they close the deal?
My guess is that the FAA and/or the DOT have not given their approval to transfer SongBird's certificate yet.
FINRA Rule 6490 and the SEC's 10b-17 do not apply to this acquisition.
Shares of Baltia are not being issued in exchange for SongBird shares.
Baltia has not changed their name yet, and is not going to because of the acquisition.
Baltia will have the sole, absolute and proprietary right to all names, marks, trade names, trademarks, service names and service marks incorporating "Songbird" and any derivative thereof and to all corporate symbols or logs incorporating "Songbird" and any derivative thereof.
SongBird shares are not publicly traded, and they never issued any that would need to be canceled.
Baltia must file notice with FINRA at least 10 days prior to the record date of their shareholder approved R/S.
The R/S and name change were approved of before notice of the acquisition was given.
Baltia filed notice of the proposed acquisition on 6/15/17 and again on 9/1/17.
In 2010, FINRA enacted Rule 6490 which codifies the requirements of Rule 10b-17, requiring issuers to provide timely notice to FINRA of such certain corporate actions and other corporate actions, such as mergers, acquisitions and bankruptcies.
Rule 10b-17 applies to any issuer that has a “class of securities publicly traded by the use of any means or instrumentality of interstate commerce.” In general, the rule requires an issuer to file certain information with the Financial Industry Regulatory Authority (“FINRA”) at least 10 days prior to the record date of certain corporate actions, such as cash and stock dividends, stock splits or reverse splits, or rights or other subscription offerings.
Which specific FINRA regulation are you referring to?
99% of Baltia's 40,000 FB followers were bought.
Baltia was(and still is while dba USGlobal) a wreck long before the Baltia Wrecking Crew FB page was created.
What Finra regulations require Baltia, to have Finra's blessing, to buy SongBird, a privately held company?
Wrong Siegel group.
No honor amongst thieves. "When I first imagined Tranquini, I knew it had the potential to transform the beverage industry."
It's a shame BW promoted this as a party beverage for the sole purpose of selling stock.
Elafifi on the other hand, has promoted it as it was meant to be, and appears to be doing quite well with the relabeled Koma Unwind.
They left the push back window open til 10/31/2017. No worries though, Tony'll put out a PR before then stating the closing has been rescheduled until 1st quarter of 2018, or that the deal has been terminated.
If he likes to deliver ahead of schedule, why was the September closing delayed?
Why? Aerline put this 26 year old plane in storage, with no need or intention, of doing a C check on it.
If the Songbird deal does not go through, the plane will remain in storage, with no need for a C check to be performed on it.
If they do not close and the C check is well underway or completed, are they going to get the money back?
I don't think the C check will be started until after the closing. The C check probably has not been scheduled yet.
Why expect Any News of Progress in the Songbird Deal?
They've already said closing should occur between 10/15/17 to 10/31/17.
Why expect the C check to be done already?
Paying for the C check is part of the Lease agreement, which goes into affect after the closing.
If they do not close the deal, why would they pay for a C check in advance, on an aircraft they won't be flying?
Dude are you referring to the proposal that was filed 6/13/17? The one that has no reference whatsoever to a reduction of the A/S?
https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12127218
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 11, 2017, Baltia Air Lines, Inc. (the “Company”) held a special meeting of stockholders (the “Meeting”) at which the Company’s stockholders voted on: (i) a proposal to amend the Company’s certificate of incorporation to change its name from “Baltia Air Lines, Inc.” to “USGlobal Airways, Inc.,” such name change to occur at such time and date, as determined by the Company’s Board of Directors (the “Board”) (the “Name Change Proposal”) and (ii) a proposal to amend Article III of the Company’s certificate of incorporation to effect a reverse stock split of the Company’s capital stock at a ratio of between one-for-25 and one-for-50, with such ratio to be determined at the sole discretion of the Board and with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (the “Reverse Split Proposal”). The Meeting was properly adjourned until June 9, 2017 to permit the receipt of additional votes in connection with the approval of the Name Change Proposal and the Reverse Split Proposal. Stockholders of record at the close of business on April 20, 2017 were entitled to one vote for each share of common stock and 38,461 votes per share of Series C Convertible Preferred Stock, both the Common Stock and Series C Preferred Stock voting as one class. On April 20, 2017, there were 9,442,175,250 shares of common stock issued and outstanding and 4,100 shares of Series C Convertible Preferred Stock issued and outstanding.
Proposal No. 1 – Name Change
The voting results on the amendment to the Company’s certificate of incorporation to change its name from “Baltia Air Lines, Inc.” to “USGlobal Airways, Inc.” were as follows:
Proposal No. 2 – Reverse Stock Split
The voting results on the amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s capital stock at a ratio of between one-for-25 and one-for-50 were as follows:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Baltia Air Lines, Inc.
Date: June 13, 2017 By: /s/ Anthony D. Koulouris
Anthony D. Koulouris
President
Irma didn't hit Texas.
GBH CPAs, PC
6002 Rogerdale Road, Suite 300
Houston, Texas 77072
The A/S does not have to be lowered when they do the R/S.
Reverse stock splits don't affect the number of authorized shares, but a forward stock split issues new stock from the company's authorized shares. When new shares are issued by a company, it adds to the number of outstanding shares and reduces each shareholder's percentage of ownership in the company. This is called dilution, and it reduces the value of each share. Authorized shares represent a potential for stock dilution
Authorized Shares
When a company incorporates, among the things the owners of the company decide is how many shares to authorize. Authorized shares are the total number of shares of each class of stock that the company has available to issue. If company management wants to increase the number of authorized shares, it must obtain the approval of the shareholders via a formal vote. Stock splits affect only the issued and outstanding stock -- the authorized shares don't split.
http://finance.zacks.com/split-stocks-count-against-authorized-shares-10955.html
Not yet, next scheduled court appearance is 10/30/2017.
http://www1.aoc.state.nc.us/www/calendars.Criminal.do?county=999&court=BTH&defendant=weber&start=0&navindex=0&submit=Submit+Query