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LTO:
Big, Big News expected SOON!!!! You can safely hold your breath until it arrives.
LTO:
It was all green today!!! It must be a message from the penny stock gods that Baltia will fly SOON!!!
I have read on this message board (not recently) that Tony Crowdfunded is a financial genius. So, let's she him come up with a net to catch some new whales. The old whale seems to have run out of greenbacks.
Then they better start selling T-shirts and coffee cups like the other award winning startup airline.
LTO:
It isn't easy to be "long and strong" Baltia when your account is down 90%. Fortunately, they can probably pick up PP shares at .0001 and do some unreal cost averaging down.
Yes, and that's a Choover guarantee.
The SEC is striving for truth, justice and the American way.
Poof, poof, once the letter letter federal agencies start to take action.
LTO:
I think all we a going to see in the settlement is Barry's admission of wrong doing and the SEC agreement as to the monetary penalty. The code language that he is a stool pigeon is the agreement will require him to "fully cooperate with the SEC and/or other federal agencies." If that is in the agreement, people will be penitentiary bound.
The clock is ticking.....
17 C.F.R. § 201.161(c)(2)
(2) Stay pending Commission consideration of offers of settlement. (i) If the Commission staff and one or more respondents in the proceeding file a joint motion notifying the hearing officer that they have agreed in principle to a settlement on all major terms, then the hearing officer shall stay the proceeding as to the settling respondent(s), or in the discretion of the hearing officer as to all respondents, pending completion of Commission consideration of the settlement offer. Any such stay will be contingent upon:
(A) The settling respondent(s) submitting to the Commission staff, within fifteen business days of the stay, a signed offer of settlement in conformance with § 201.240; and
(B) Within twenty business days of receipt of the signed offer, the staff submitting the settlement offer and accompanying recommendation to the Commission for consideration.
Another great day to be a Baltia shareholder. However, as soon as Baltia accepts delivery of the new 787 Dreamliner, pay off the CVP 655K debt and Barry's case is resolved, things should improve. If only Igor was still alive, he would be able to put out some PRs and find some new shareholder money!
I just hope St. George Investments, LLC is able to get their 655K that Baltia owes them.
Yup, that is the one!!!
LTO:
They are going to rat out all the lower level players. I think there will be some prison sentences when this all shares out.
Plenty O Super cheap shares for sale tomorrow. Those that hung on to the dream are not going to be having a good day by 9:31 am tomorrow.
Barry cut a deal. There are a lot of people sweating right now and waiting for the knock on the door from the G-men.
Time for some PR from the company. Something like, "Baltia sent an email to Airbus to begin negotiations for purchasing a new aircraft. Baltia executives are very optimistic that the email will lead to fruitful results."
There is a total meltdown in progress.....do some reading.....
It would be a good time for the 13D filer to announce that good things are just around the corner. That might get the PPS out of the trips for a day.
Mysterymeat:
A merger with Avater would really help Baltia.
Speck:
Can you post DD showing Baltia has passed 39 of 42 steps to certification?
Baltia will fly SOON??????
Monroe1:
What are they using for money?
Let's do a little math!
On 2/22 Baltia received 500K
By 3/31 the were down to $158,091.
That is a spend off rate of 350K in less than 40 days, or just less than $10K a day.
Barry better be selling PP shares like there is no tomorrow.
Let me answer those questions for you.
1. Are they still negotiating deals to get a plane?
Yes, absolutely. In fact our 13D filer professed on 5/4 the following "I believe they are currently evaluating a few deals that, when one is settled upon, will easily pop the pps by at least 25 fold."
2. Did the FAA tell Baltia last July.. that was their FINAL MINI? Nobody knows.
They sure did. Baltia would be doing minis well into the next ice age and selling a huge volume of PP shares with each if the FAA didn't put a stop to it. That is obvious, no need for a FACT
3. Will they close shop soon?
They will only close up when they are prevented from selling PP shares. That may happen because the BFFs run out of money or the SEC steps in
4. Why give yourselves shares if those shares could be sold to raise funds? Do we not need to get a plane here or.....?
I have to admit that I can't quite figure out what they were thinking with the fire share give away.
Inorout:
I think you are mistaken. Baltia has another 600-700 million shares they can sell. That is probably $200-300K worth of easy money. It is only when those shares are sold that things are going to get a little dicey.
JW:
There is no problem, they can just do a RS split and resell those shares at a higher PPS.
I am impressed with Baltia. In spite of the fact that they were under investigation by the SEC, they were able to sell 556 million PP shares @.0008. Good job Baltia!!!
And, they have $158K left before the BK.....keep selling those PP shares Baltia. You have a $600K+ note due in a few months!!!
No 10Q....I guess no one wants to sign it!
JW, do you think Baltia will bother to file a 10Q? It is due and the SEC has a tight eye on Tony Crowdfunder and his Merry Men.
I was very displeased with the way Baltia treated them but they certainly landed on the feet with Avatar!!!
Inorout:
Would you consider taking 5 billion shares of Baltia a month?
What happened to the 10Q that was supposed to be filed today? I keep reading that Baltia executives are highly motivated. So, what is the deal?
Mit:
Personally, I would rather see the Baltia execs broke and disgraced, out in the general public with the rest of us trying to earn an honest living. However, felony convictions would be nice because that would ensure they are always broke.
Capi:
If the phones are still on, that is positive enough!!!
Guess who earned itself 125 million shares at .0001?
Item 1.01 Entry into a Material Definitive Agreement
On February 22, 2016, Baltia Air Lines, Inc., a New York corporation (the "Company"), and St. George Investments, LLC, an Utah limited liability company ("Lender"), entered into a Securities Purchase Agreement for the sale of (i) an unsecured promissory note (the "Note") in the principal amount of $655,000 and (ii) a warrant (the "Warrant") exercisable for five years for 125,961,538 shares of common stock of the Company. The Company received net proceeds from the issuance of the Note in the amount of $500,000.
The Note, which is due on August 22, 2016, does not bear interest unless there is an event of default, in which case the Note will bear a default interest rate of 22% per annum. An event of default includes non-payment by the Company, the breach by the Company of any representation or covenant made to the Lender, any regulatory authority taking an action that materially affects the Company's operations or its ability to pay the Lender, and a default under any material agreement which affects the business of the Company. The Company has the right to prepay the Note in the amount of $580,000 for the first 90 days after the date of issuance.
The Company agreed that if it issues convertible securities with a conversion or exercise price which varies with the market price of the common stock of the Company, the Lender shall have the right to convert the Note at the conversion price provided in such security. The Company also agreed with the Lender not to effectuate a change of control, which includes a sale of all or substantially all of its assets of the Company, a merger, consolidation or significant equity financing or other capital reorganization of the Company.
So long as the Note remains outstanding, if the Company issues any security with a term more favorable to the holder of such security or with a term that was not similarly provided to the Lender, then the Company shall notify the Lender of such additional or more favorable term and such term, at Lender's option, shall become a part of its securities.
The Company issued to the Lender a five-year warrant to purchase 125,961,538 shares of Common Stock at an exercise price of $0.01. The Warrant may be exercised on a cashless basis at any time as determined by the price of the Common Stock on the date two trading days preceding the exercise.
The Warrant provides the Lender anti-dilution ratchet provisions, including that if Company issues any security with a price less than the exercise price of the Warrant, then the exercise price of the Warrant shall be reduced to such price and the number of shares issuable upon exercise of the Warrant shall be increased to an amount equal to the number of shares which Lender could purchase at the aggregate exercise price payable immediately prior to such reduction.
Notwithstanding, the increase in the number of shares shall not at any time exceed three times the number of shares issuable under the Warrant as of the date the Warrant was issued. Failure of the Company to timely deliver shares of common stock to Lender upon exercise of the Warrant will result in a payment to Lender of a late charge equal to the greater of (i) $500.00 and (ii) 2% of the product of (1) the number of shares of common stock not issued to Lender on a timely basis multiplied by (2) the closing trade price of the common stock. If the Company fails to deliver any shares to Lender for ninety days, the Lender has the right to stop the accumulation of the late fees and require the Company to pay a cash amount equal to (i) the total amount of all fees that have accumulated, plus (ii) the product of the number of shares deliverable on such date if it were to exercise this Warrant with respect to the remaining number of Shares as of such date multiplied by the closing trade price of the common stock.
The Company may not issue shares of common stock if the number of shares of common stock beneficially held by the Lender and its affiliates in the aggregate exceeds 4.99% of the then outstanding shares of Common Stock. The percentage shall be 9.99% if the market capitalization of the Company is less than $10 million. The Lender has the right to change or waive this percentage ownership limitation as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable The Company is required to reserve three (3) times the number of shares of common stock necessary to exercise the Warrant in full, but in any event not less than 16,500,000 shares of Common Stock shall be reserved at all times.
The foregoing descriptions of the Securities Purchase Agreement, the Note and the Warrant and the transactions contemplated thereby are qualified in their entirety by reference to the full text of such Agreements, Note and Warrants, copies of which are attached hereto as Exhibit 10.34, 10.35 and 10.36, respectively, and each of which is incorporated herein in its entirety by reference.
Section 2 - Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 (Entry into a Material Definitive Agreement) above is incorporated by reference into this Item 2.03.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sale of Equity Securities
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The issuance and sale by the Company of the Note and Warrant to Lender under the Securities Purchase Agreement and the issuance of the Note and Warrant were made without registration under the Securities Act of 1933, as amended (the "Act"), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to one investor, the lack of any general solicitation or advertising in connection with such issuance and the representation of such investor to the Company that it was an accredited investor (as that term is defined in Rule 501(a) of Regulation D).
Section 8 - Other Events
Item 8.01. Other Events.
The Company had announced on February 17, 2016 that it received notification from the Federal Aviation Administration stating that the previous notice of proposed denial of will not be withdrawn since the FAA has taken the position that the Company is not properly or adequately equipped or to conduct safe operations. The Company intends to request a formal hearing with the FAA in the allotted time period to appeal such decision. However, if the Company is not successful in its appeaL management will have to consider alternative options and opportunities.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
Exhibit 10.34 Securities Purchase Agreement, dated February 22, 2016, between Baltia Air Lines, Inc. and St. George Investments, LLC.
Exhibit 10.35 Promissory Note, dated February 22, 2016 in the original principal amount of $655,000 issued by Baltia Air Lines, Inc. and St. George Investments, LLC.
Exhibit 10.36 Warrant to Purchase Shares of Common Stock, dated February 22, 2016
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Baltia Air Lines
By: / ____ signed ___ /
Name: Russell Thal
Title: President
Date: __ February 26, 2016 __
10Q Bombshell Due on 5/18!!!
What happened to the Senate Sub Committee hearing on Baltia?
The problem for the people trying to get out is Baltia PP paper is totally worthless if a broker won't accept it.