UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Date of Report: October 28, 2015)
FORM 10-K/A
| Mark One | |
| [ X ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the Fiscal Year ended December 31, 2014 | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
BALTIA AIR LINES, INC.
(Exact name of Registrant as specified in its charter)
| NEW YORK (State of Incorporation) |
11-2989648 (IRS Employer Identification No.) |
| JFK International Airport, Building 151, Jamaica, NY 11430 (Address of principal executive offices) (718) 244 8880 (Registrant's telephone number, including area code) | |
| Title of each class -None- | Name of each Exchange on which registered -None- |
| Securities Registered pursuant to Section 12(g) of the Exchange Act: | |
| Common Stock, (Title of Class) | $.0001 Par Value |
| Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] - - No [X] | |
| Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] - - No [X] | |
| Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] - - No [ ] | |
| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [X] - - No [ ] | |
| Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): | |
| Large accelerated filer [ ] Non-accelerated filer [ ] |
Accelerated filer [ ] Smaller reporting company [X] |
| Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934). Yes [ ] No [X] | |
| The aggregate market value of the voting common equity held by non-affiliates as of December 31, 2014 is $42,085,431 | |
| The number of shares of the registrant's common stock outstanding as of March 20, 2015 was 5,806,560,449 | |
| EXPLANATORY NOTE: This amendment is made to correct the signature on the Report of the Registered Public Accounting Firm filed with the Company's 10-K/A for FY 2014 on September 10, 2015. Mr. Scrudato, the principal in the firm of Scrudato & Co., PA, signed the Report using his own name rather than that of the company. This change is indicated by the strikeout in this amended filing, and since all other parts of the filing are unchanged, only the the changed Report (Page F-1) is included herein. | |
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Years Ended December 31, 2014 and
2013
Scrudato & Co., PA
CERTIFIED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Baltia Air Lines, Inc.
We have audited the accompanying balance sheet of Baltia Air Lines, Inc. as of December 31, 2014 and 2013 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Baltia Air Lines, Inc. at December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 9, the Company has incurred significant accumulated deficits, recurring operating losses and a negative working capital. This and other factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ John Scrudato CPA
/s/ Scrudato & Co., PA
Califon, New Jersey
September 8, 2015
7 Valley View Drive Califon, New Jersey 07830
----------------------------------------------------------
Registered Public Company Accounting Oversight Board Firm
F-1
|
SIGNATURE |
TITLE |
DATE |
|
/s/ Igor Dmitrowsky |
Chairman, CEO and
CFO |
October 28, 2015 |