Replies to post #22885 on Baltia Air Lines Inc. (fka BLTA)

[flaflyersfan]

blah12, could you expand on what you heard about financing for BLTA?;

The Authorized Share count is maxxed here and $836,000 in Deposits on Stock Purchases means to me that much more stock needs to be issued.

This is BLTA and probably its downfall (from the latest 10-Q);

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended March 31, 2014 we issued 241,465,662 shares of our common stock in exchange for cash. The shares were valued at $.0047 per share and reflected approximately 47% of the share market value at the time of issuance. The shares are not registered and are subject to restrictions as to transferability.

All of the above issuances were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates or executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.

http://www.sec.gov/Archives/edgar/data/869187/000116519514000015/2014_10Q_1h4.htm


Accredited Investor;

Under the Securities Act of 1933, a company that offers or sells its securities must register the securities with the SEC or find an exemption from the registration requirements. The Act provides companies with a number of exemptions. For some of the exemptions, such as rules 505 and 506 of Regulation D, a company may sell its securities to what are known as "accredited investors."

The federal securities laws define the term accredited investor in Rule 501 of Regulation D as:

1.a bank, insurance company, registered investment company, business development company, or small business investment company;

2.an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

3.a charitable organization, corporation, or partnership with assets exceeding $5 million;

4.a director, executive officer, or general partner of the company selling the securities;

5.a business in which all the equity owners are accredited investors;

6.a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;

7.a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or

8.a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

https://www.sec.gov/answers/accred.htm

What BLTA is swearing to under Sarbanes-Oxley that nobody was solicited over the phone to buy BLTA stock, received a prospectus before buying, and everyone who bought discounted BLTA Restricted stock is a millionaire or make $200,000 per year or meets one of the other 6 categories.

Good luck.