Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _______________ to ________________

Commission File Number: 000-52593

SAKER AVIATION SERVICES, INC.

(Exact name of registrant as specified in its charter)

Nevada	87-0617649
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

20 South Street, Pier 6 East River
New York, NY	10004
(Address of principal executive offices)	(Zip Code)

(212) 776-4046

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Common Stock, $0.001 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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes

Indicate by check mark whether the registrant (1) has filed all reports required 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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K.

Yes

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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes

As of June 30, 2014 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the close of such business day was $1,270,044.

As of March 31, 2015, the Registrant had 33,107,610 shares of its Common Stock, par value $.001 per share, issued and outstanding.

Documents incorporated by reference: None

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

FORM 10-K

INDEX

ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	4
ITEM 1B.	UNRESOLVED STAFF COMMENTS	7
ITEM 2.	PROPERTIES	7
ITEM 3.	LEGAL PROCEEDINGS	7
ITEM 4.	MINE SAFETY DISCLOSURES	7
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	7
ITEM 6.	SELECTED FINANCIAL DATA	9
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	9
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 8.	FINANCIAL STATEMENTS	16
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES	33
ITEM 9A.	CONTROLS AND PROCEDURES	33
ITEM 9B.	OTHER INFORMATION	34
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTOR’s AND CORPORATE GOVERNANCE	34
ITEM 11.	EXECUTIVE COMPENSATION	36
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	38
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	40
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	40
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	41
	SIGNATURES	42

THIS FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN SUCH FORWARD-LOOKING STATEMENTS. CERTAIN FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE ARE DISCUSSED IN ITEM 1A, “RISK FACTORS” AND ITEM 7, “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION” OF THIS ANNUAL REPORT ON FORM 10-K. SEE ALSO “FORWARD-LOOKING STATEMENTS” WITHIN SUCH ITEM 7 OF THIS ANNUAL REPORT ON FORM 10-K.

PART I

ITEM 1. BUSINESS

General

Saker Aviation Services, Inc. (“we”, “us”, “our”) is a Nevada corporation. Our common stock, $0.001 par value per share (the “common stock”), is publicly traded on the OTCQB Marketplace (“OTCQB”) under the symbol “SKAS”. Through our subsidiaries, we operate in the aviation services segment of the general aviation industry, in which we serve as the operator of a heliport, a fixed base operation (“FBO”), as a provider of aircraft maintenance, repair and overhaul (“MRO”) services, and as a consultant for a seaplane base that we do not own. FBOs provide ground-based services, such as fueling and aircraft storage for general aviation, commercial and military aircraft, and other miscellaneous services.

We were formed on January 17, 2003 as a proprietorship and were incorporated in Arizona on January 2, 2004. We became a public company as a result of a reverse merger transaction on August 20, 2004 with Shadows Bend Development, Inc., an inactive public Nevada corporation, and subsequently changed our name to FBO Air, Inc. On December 12, 2006, we changed our name to FirstFlight, Inc. On September 2, 2009, we changed our name to Saker Aviation Services, Inc.

Our business activities are carried out as the operator of the Downtown Manhattan (New York) Heliport, as an FBO at the Garden City (Kansas) Regional Airport, as an MRO at the Bartlesville (Oklahoma) Municipal Airport, and as a consultant to the operator of a seaplane base in New York City.

The Garden City facility became part of our company as a result of our acquisition of the FBO assets of Central Plains Aviation, Inc. (“CPA”) in March 2005.

Our business activities at the Downtown Manhattan (New York) Heliport facility (the “Heliport”) commenced as a result of the Company’s award of the Concession Agreement by the City of New York to operate the Heliport, which we assigned to our subsidiary, FirstFlight Heliports, LLC d/b/a Saker Aviation Services (“FFH”).

The Bartlesville facility became part of our company as a result of our acquisition of all of the outstanding stock of Phoenix Rising Aviation, Inc. (“PRA”) on August 15, 2013.

The FBO segment of the general aviation industry is highly fragmented. According to the National Air Transportation Association (“NATA”), there are over 3,000 FBOs that serve customers at one or more of over 3,000 airport facilities across the country that have at least one paved 3,000-foot runway. The vast majority of these companies are single location operators. NATA characterizes companies with operations at three or more airports as “chains.” An operation with FBOs in at least two distinctive regions of the country is considered a “national” chain while an operation with FBOs in multiple locations within a single region is considered a “regional” chain.

We believe the general aviation market has been historically cyclical, with revenue correlated to general U.S. economic conditions. Although not truly seasonal in nature, the spring and summer months tend to generate higher levels of revenue and our operations generally follow that trend.

Discontinued Operations

As disclosed in a Report on Form 8-K we filed with the Securities and Exchange Commission (the “SEC”) on August 21, 2013, and as further described in “Note 7 – Subsequent Events” in our June 30, 2013 Form 10-Q, effective August 31, 2013, we no longer serve as a fixed base operator (“FBO Operator”) at the Wilkes-Barre/Scranton International Airport. Accordingly, the results of business activities previously conducted by us at the Wilkes-Barre/Scranton International Airport have been recorded in this Annual Report on Form 10-K as Discontinued Operations.

Suppliers and Raw Materials

Our principal materials are aviation fuel and aircraft parts. We obtain aviation fuel, component parts and other supplies from a variety of sources, generally from more than one supplier. Our suppliers and sources are both domestic and foreign, and we believe that our sources of materials are adequate to meet our needs for the foreseeable future. We do not believe the loss of any one supplier would have a material adverse effect on our business or results of operations. We generally purchase our supplies on the open market, where certain commodities have fluctuated in price significantly in recent years. We have not experienced any significant shortage of our key supplies.

Marketing and Sales

The main goal of our marketing and sales efforts is to increase traffic at our facilities, which would then drive revenue through the incremental sale of our products and services. Our primary marketing tactic in this regard is to focus advertising efforts in the environments (web, periodical and industry publications) where the pilot and aviation-user community might be introduced to our brand name and locations. We intend to continue to invest in improvements to our sales and marketing strategies to drive revenue growth.

Government Approvals

The aviation services that we provide are generally performed on municipal or other government owned real estate properties. Accordingly, at times we will need to obtain certain consents or approvals from governmental entities in conjunction with our operations. These consents and approvals are typically in the form of a lease agreement, as is the case at our Kansas facility, or a concession agreement, as is the case with our New York facility. There can be no assurance that we will obtain further consents or approvals on favorable terms or be able to renew existing consents or approvals on favorable terms, if at all.

Government Regulation

We are subject to a variety of governmental laws and regulations that apply to companies in the aviation industry. These include compliance with the Federal Aviation Administration (“FAA”) rules and regulations, and local, regional and national rules and regulations as they relate to environmental matters. We believe we are in compliance with, and intend to continue to comply with, all applicable government regulations. The adoption of new regulations could result in increased costs and have an adverse impact on our results of operations. In the event we are unable to remain compliant with applicable rules and regulations, our business may be adversely affected.

Customers

For the fiscal year ended December 31, 2014, three customers represented approximately 57% of our revenue. The loss of any of these three customers could represent a significant decrease in revenue that may adversely affect our business and result of operations. Additionally, four accounts represented approximately 77% of the balance of accounts receivable at December 31, 2014. Accounts receivable are carried at their estimated collectible amounts and are periodically evaluated for collectability. We depend significantly on our business with these four customers.

Competition

The FBO segment of the aviation services industry is competitive in both pricing and service because aircraft in transit are able to choose from a number of FBO options within a 300-mile radius. The vast majority of FBO operators are independent, single location operators. We are the sole FBO at each of our current facilities. As such, we face no direct on-airport competition. However, we face competitive pressure on pricing and services from FBO facilities at other airports, depending on aircraft travel flexibility.

We plan to grow our business through both internal development of existing resources and facilities and through the potential acquisition of other related business. We anticipate that growing our business will provide us with greater buying power from suppliers and, therefore, result in lower costs. Lower costs would allow us to implement a more aggressive pricing policy against some competitors. We believe that the higher level of customer service offered in our facilities will allow us to draw additional aircraft traffic and thus compete successfully against other FBOs of all sizes. However, there can be no assurance that we will be able to compete successfully in the highly competitive aviation industry.

Costs and Effects of Complying With Environmental Laws

We are subject to a variety of federal, state and local environmental laws and regulations, including those that govern health and safety requirements, the discharge of pollutants into the air or water, the management and disposal of hazardous substances and wastes and the responsibility to investigate and clean-up contaminated sites that are or were owned, leased, operated or used by us or our predecessors. Some of these laws and regulations require us to obtain permits, which contain terms and conditions that impose limitations on our ability to emit and discharge hazardous materials into the environment and may be periodically subject to modification, renewal and revocation by issuing authorities. Fines and penalties may be imposed for non-compliance with applicable environmental laws and regulations and the failure to have or to comply with the terms and conditions of required permits. We intend to comply with these laws and regulations. However, from time to time, our operations may not be in full compliance with the terms and conditions of our permits or licenses. We periodically review our procedures and policies for compliance with environmental laws and requirements. We believe that our operations are in material compliance with applicable environmental laws and requirements and that any potential non-compliance would not be expected to result in us incurring material liability or cost to achieve compliance. Although the cost of achieving and maintaining compliance with environmental laws and requirements has not been material, we can provide no assurance that such cost will not become material in the future.

Employees

As of December 31, 2014, we employed 57 persons, 42 of which were employed on a full-time basis, and one of which was an executive officer. All of our personnel are employed in connection with our operations in New York, Oklahoma and Kansas.

Available Information

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Therefore, we file periodic reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Such reports may be read and copied at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. The SEC also maintains a website (www.sec.gov) that includes our reports, proxy statements and other information. We maintain a website at www.sakeraviation.com where we make available, free of charge, documents that we file with, or furnish to, the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, registration statements and any amendments to those reports. Our SEC reports can be found under “Financial Reporting” tab on our website. The other information found on our website is not part of this or any other report we file with, or furnish to, the SEC.

ITEM 1A. RISK FACTORS

The following risk factors relate to our operations:

Additional financing to expand our business.

Certain potential aviation services firms which we may seek to acquire in the future may accept shares of our common stock or other securities as payment by us for the acquisition. However, we believe that most will likely prefer cash payments, whether paid at the closing or in post-closing installment payments. There can be no assurance that our operations will generate sufficient cash flow to meet these acquisition obligations. Accordingly, we anticipate the need to seek additional equity or debt financing to meet any cash requirements for acquisitions. Any such financing will be dependent on general market conditions and the stock market’s evaluation of our performance and potential. Accordingly, we can give no assurance that we will obtain such equity or debt financing and, even if we do, that the terms would be satisfactory to us.

We could be adversely affected by increases in the price, or decreases in the availability, of jet fuel.

Our operations could be significantly affected by the availability and price of jet fuel. A significant increase in the price of jet fuel would most likely have a material impact on our ability to achieve and maintain profitability unless we are able to pass on such costs to our customers. Due to the competitive nature of the industry, our ability to pass on increased fuel prices by increasing our rates is uncertain. Likewise, any potential benefit of lower fuel prices may be offset by increased competition and lower revenue, in general. While we do not currently anticipate a significant reduction in fuel availability, dependency on foreign imports of crude oil and the possibility of changes in government policy on jet fuel production, transportation and marketing make it impossible to predict the future availability of jet fuel. If there are new outbreaks of hostility or other conflicts in oil producing areas or elsewhere, there could be a reduction in the availability of jet fuel or significant increases in costs to our business, as well as to the entire aviation industry, which in turn would adversely affect our business and results of operations.

We could be adversely affected by the loss of certain key customers or the inability of such key customers to pay amounts due to us.

For the fiscal year ended December 31, 2014, three customers represented approximately 57% of our revenue. Additionally, four accounts represented approximately 77% of the balance of accounts receivable at December 31, 2014. Accounts receivable are carried at their estimated collectible amounts and are periodically evaluated for collectability. The loss of any of our key customers, or the inability of such customers to pay amounts due to us, could result in a significant decrease in revenue that may adversely affect our business and result of operations.

The continued threat of terrorist actions may result in less demand for private aviation and, as a result, our revenue may be adversely affected and we may not be able to continue successful operations.

Terrorist actions involving public and private aircraft may have a significant adverse impact on us. As a result of these actions, individuals and corporate customers may cease using private aircraft as a means of transportation or reduce their use of such aircraft, or we could become subject to burdensome regulations that would have an adverse effect on our results of operations. In either event, we would be unable to maintain sales and may be unable to continue our operations on a successful basis.

The FBO segment of the aviation services industry in which we operate is fiercely competitive.

We compete with national, regional, and local FBO operators. Many of our competitors have been in business longer than we have and have greater financial resources available to them. Having greater financial resources will make it easier for these competitors to absorb an increase in fuel prices and other expenses. In addition, these competitors might seek acquisitions in regions and markets competitive to us, which could have an adverse effect on our business and results of operations. Accordingly, we can give no assurance that we will be able to successfully compete in our industry.

Our business as an FBO is subject to extensive governmental regulation.

FBOs are subject to extensive regulatory requirements that could result in significant costs. For example, the FAA, from time to time, issues directives and other regulations relating to the management, maintenance and operation of facilities. Compliance with those requirements may cause us to incur significant expenditures. The proposal and enactment of additional laws and regulations, as well as any charges that we have not complied with any such laws and regulations, could significantly increase the cost of our operations and reduce overall revenue. We cannot provide assurance that compliance with existing laws and regulations or that laws or regulations enacted in the future will not adversely affect our business and results of operations.

We must maintain and add key management and other personnel.

Our future success is heavily dependent on the performance of our managers. Our growth and future success depends, in large part, on the continued contributions of management and our ability to retain management. Our growth and future success also depends on other key individuals, as well as our ability to motivate and retain these personnel or hire other persons. Although we believe we will be able to retain and hire qualified personnel, we can give no assurance that we will be successful in retaining and recruiting such personnel in sufficient numbers to increase revenue, maintain profitability or successfully implement our growth strategy. If we lose the services of management or any of our key personnel or are not able to retain or hire qualified personnel, our business could be adversely affected.

We are subject to environmental laws that could impose significant costs on us and the failure to comply with such laws could subject us to sanctions and material fines and expenses.

We are subject to a variety of federal, state and local environmental laws and regulations, including those governing the discharge of pollutants into the air or water, the management and disposal of hazardous substances and wastes and the responsibility to investigate and clean-up contaminated sites that are or were owned, leased, operated or used by us or our predecessors. Some of these laws and regulations require us to obtain permits, which contain terms and conditions that impose limitations on our ability to emit and discharge hazardous materials into the environment and may be periodically subject to modification, renewal and revocation by issuing authorities. Fines and penalties may be imposed for non-compliance with applicable environmental laws and regulations, the failure to have required permits or the failure to comply with the terms and conditions of such permits. We intend to comply with all laws and regulations, however, from time to time, our operations may not be in full compliance with the terms and conditions of our permits. We periodically review our procedures and policies for compliance with environmental laws and requirements. We believe that our operations are in material compliance with applicable environmental laws, requirements and permits and any lapses in compliance are not expected to result in us incurring material liability or cost to achieve compliance. However, there can be no assurance that our operations will remain in material compliance with applicable environmental laws and requirements. Historically, the costs of achieving and maintaining compliance with environmental laws, requirements and permits have not been material; however, the operation of our business entails risks in these areas and a failure by us to comply with applicable environmental laws, regulations or permits could result in civil or criminal fines, penalties, enforcement actions, third party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup and/or regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures. Moreover, if applicable environmental laws and regulations, or the interpretation or enforcement thereof, become more stringent in the future, we could incur capital or operating costs beyond those currently anticipated and our business and results of operations could be harmed.

The following risk factors relate to our common stock:

There is no active market for our common stock, which makes our common stock less liquid.

To date, trading of our common stock has been sporadic and nominal in volume. In addition, there are only a limited number of broker-dealers trading our common stock. As a result, there is little, if any, liquidity in our common stock. We can provide no assurance that an active trading market will ever develop.

Our common stock is subject to the penny stock rules, which makes our common stock less liquid.

The Securities and Exchange Commission (the “Commission”) has adopted a set of rules called the “penny stock rules” that regulate broker-dealers with respect to trading in securities with a bid price of less than $5.00. These rules do not apply to securities registered on certain national securities exchanges (including the Nasdaq Stock Market), provided that current price and volume information regarding transactions in such securities is provided by the exchange or system. Our stock is not listed on such an exchange and we have no expectation that our common stock will be listed on such an exchange in the future. The penny stock rules also require a broker-dealer to deliver to the customer a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. Additionally, the broker-dealer must provide the customer with other information. The penny stock rules require that, prior to a transaction in a penny stock, the broker-dealer must determine in writing that the penny stock is a suitable investment for the purchaser. The broker-dealer must also receive the purchaser’s written agreement to the transaction. These disclosure requirements have the effect of reducing the level of trading activity in the secondary market for a stock such as ours that is subject to the penny stock rules.

Potential additional financings, the granting of additional stock options and anti-dilution provisions in our warrants could further dilute our existing stockholders.

As of March 31, 2015, there were 33,107,610 shares of our common stock outstanding. If all of our outstanding common stock purchase warrants and options were exercised, there would be 35,357,610 shares outstanding, an increase of 6.8%. Any further issuances due to additional equity financings, the granting of additional options or the anti-dilution provisions in our warrants could further dilute our existing stockholders, which could cause the value of our common stock to decline.

We do not anticipate paying dividends on our common stock in the foreseeable future.

We intend to retain future earnings, if any, to fund our operations and to expand our business. Accordingly, we do not anticipate paying cash dividends on shares of our common stock in the foreseeable future and an investment in our common stock might not generate any return.

Our Board of Directors’ right to issue shares of preferred stock could adversely impact the rights of holders of our common stock.

Our Board of Directors currently has the right to authorize the issuance of up to 9,999,154 shares of one or more series of our preferred stock with such voting, dividend and other rights as our directors determine. Such action can be taken by our Board of Directors without the approval of our shareholders. Accordingly, the holders of any new series of preferred stock could be granted voting rights that reduce the voting power of the holders of our common stock. For example, the preferred holders could be granted the right to vote on a merger as a separate class even if the merger would not have an adverse effect on their rights. This right, if granted, would give such preferred holders a veto with respect to any merger proposal. Alternatively, such preferred holders could be granted a large number of votes per share while voting as a single class with the holders of our common stock, thereby diluting the voting power of the holders of our common stock. In addition, the holders of any new series of preferred stock could be given the option to redeem their shares for cash in the event of a merger. This would make acquiring us less attractive to a potential buyer. Thus, our board could authorize the issuance of shares of the new series of preferred stock in order to defeat a proposal for the acquisition of our company that a majority of the holders of our common stock otherwise favor.

Our common stock may not continue to be traded on the OTCQB.

We cannot provide any assurance that our common stock will continue to be eligible to trade on the OTCQB Marketplace (“OTCQB”). Should our common stock cease to trade on the OTCQB and fail to qualify for listing on a stock exchange (including Nasdaq), our common stock would only trade in the “pink sheets” which generally provides an even less liquid market than the OTCQB. In such event, stockholders may find it more difficult to trade their shares of our common stock or to obtain accurate and current information concerning market prices for our common stock.

Our management team currently has influential voting power.

As of March 31, 2015, our executive officer, directors and their family members and associates, collectively, are entitled to vote 7,540,033 shares, or 22.8%, of the 33,107,610 shares of our outstanding shares of common stock. Accordingly, and, because there is no cumulative voting for directors, our executive officers and directors are currently in a position to influence the election of all of our Board of Directors. The management of our company is controlled by our Board of Directors, which is currently comprised of one independent director, a director who is a managing partner of a law firm which provides legal services to us, and two executive officer/directors.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

As of March 31, 2015, we lease office space at the following locations:

Location	Purpose	Space	Annual Rental		Expiration

2117 S. Air Service Road Garden City, Kansas	Kansas FBO location	17,640 square feet	$	26,244	December 31, 2030

406 NW Wiley Post Rd Bartlesville, Oklahoma	Oklahoma MRO location	33,302 square feet	$	61,680	April 1, 2022

600 Hayden Circle Allentown, Pennsylvania	Pennsylvania Office location	360 square feet	$	6,214	Month-to- Month

We believe that our space is adequate and suitable for our immediate needs. Additional hangar space may be required for our operations in the future. No definitive plans to lease any additional space have been developed at the time of this report. Should additional hangar space be required, there can be no assurance that such space will be available or available on commercially reasonable terms or at all.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may be a party to one or more claims or disputes which may result in litigation. We do not, however, presently expect that any such matters will have a material adverse effect on our business, financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common Equity

Our common stock is traded on the OTCQB Marketplace (“OTCQB”) under the symbol SKAS. The OTCQB is a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter (“OTC”) equity securities. Our common stock is only traded on a limited or sporadic basis and should not be deemed to constitute an established public trading market. OTC quotations reflect intra-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

The following table sets forth the high and low closing sale prices for the common stock as reported on the OTCQB for the past two most recent fiscal years.

	Common Stock
Quarterly Period Ended	High		Low

March 31, 2013	$	0.100	$	0.067

June 30, 2013	$	0.112	$	0.078

September 30, 2013	$	0.100	$	0.030

December 31, 2013	$	0.095	$	0.050

March 31, 2014	$	0.098	$	0.080

June 30, 2014	$	0.095	$	0.050

September 30, 2014	$	0.070	$	0.040

December 31, 2014	$	0.088	$	0.050

Holders

As of March 31, 2015, there were approximately 285 holders of record of our common stock. This number does not include beneficial owners of the common stock whose shares are held in the names of various broker-dealers, clearing agencies, banks and other fiduciaries.

Dividends

Since our inception we have never declared or paid any cash dividends on our common stock. We intend to retain future earnings to finance the growth and development of our business and future operations. Therefore, we do not anticipate paying any cash dividends on shares of our common stock in the foreseeable future.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Forward-looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. These statements may include projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, repayment of debt, other financial items, statements regarding our plans and objectives for future operations, acquisitions, divestitures and other transactions, statements of future economic performance, statements of the assumptions underlying or relating to any of the foregoing statements and statements other than statements of historical fact.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by such forward-looking statements. We therefore caution you against relying on any of these forward-looking statements because they are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include our services and pricing, general economic conditions, our ability to raise additional capital, our ability to obtain the various approvals and permits for the acquisition and operation of FBOs and the other risk factors contained in Item 1A of this report.

Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Overview

Our long-term strategy is to increase our sales through growth within our aviation services operations. To do so, we may expand our geographic reach and product offering through strategic acquisitions and improved market penetration within the markets we serve. We expect that any future acquisitions or product offerings would be to complement and/or augment our current aviation services operations.

If we are able to grow our business as planned, we anticipate that our larger size would provide us with greater buying power from suppliers, resulting in lower costs. We expect that lower costs would allow for a more aggressive pricing policy against some competition. More importantly, we believe that the higher level of customer service offered in our facilities will allow us to draw additional aircraft to our facilities and thus allow us to compete against other FBOs of varying sizes.

Summary Financial Information

The summary financial data set forth below is derived from and should be read in conjunction with the consolidated financial statements, including the notes thereto, filed as part of this report.

Consolidated Statement of Operations Data:	Year Ended December 31, 2014			Year Ended December 31, 2013
(in thousands, except for share and per share data)
Revenue from Continuing Operations	$	18,288		$	14,762
Income from Continuing Operations, before income tax expense	$	324		$	828
Income tax (expense)	$	(190	)	$	(463	)
Income from Continuing Operations, net of income taxes	$	134		$	365
Discontinued operations, net of income taxes	$	0		$	(2,188	)
Net income (loss)	$	134		$	(1,823	)
Net income (loss) per share – basic	$	0.00		$	(0.06	)
Net income (loss) per share – diluted	$	0.00		$	(0.06	)
Weighted average number of shares – basic		33,106,788			33,050,688
Weighted average number of shares – diluted		33,327,817			33,050,688

Balance Sheet Data: (in thousands)	December 31, 2014		December 31, 2013
Working capital surplus	$	846	$	303
Total assets	$	6,706	$	6,910
Total liabilities	$	3,516	$	3,890
Stockholders’ equity	$	3,190	$	3,020
Total liabilities and Stockholders’ equity	$	6,706	$	6,910

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Discontinued Operations

Comparison of Continuing Operations for the Years Ended December 31, 2014 and December 31, 2013.

REVENUE

Revenue from continuing operations increased by 23.9 percent to $18,287,784 for the twelve months ended December 31, 2014 as compared with corresponding prior-year period revenue of $14,761,991.

For the twelve months ended December 31, 2014, revenue from continuing operations associated with services and supply items increased by 35.3 percent to approximately $11,000,000 as compared to approximately $8,100,000 in the twelve months ended December 31, 2013. The increase was driven by higher levels of activity and related revenue in Heliport operations, full-year revenue from our MRO in Oklahoma in comparison with a partial year in 2013, and increased revenues from the development of aircraft deicing services in our Kansas facility.

For the twelve months ended December 31, 2014, revenue from continuing operations associated with the sale of jet fuel, aviation gasoline and related items increased by 10.4 percent to approximately $7,100,000 as compared to approximately $6,500,000 in the twelve months ended December 31, 2013. The increase was related to a combination of higher volume of gallons along with higher average fuel prices as compared with the prior year. We generally price our fuel products on a fixed dollar margin basis. As the cost of fuel increases, the corresponding customer price increases as well. If volume is constant, this methodology yields higher revenue but at comparable gross margins.

For the twelve months ended December 31, 2014, all other revenue decreased by 11.3 percent to approximately $134,000 as compared to approximately $151,000 in the twelve months ended December 31, 2013 as certain one-time revenue events from 2013 did not recur in 2014.

GROSS PROFIT

Total gross profit increased 23.6 percent to $8,218,612 in the twelve months ended December 31, 2014 as compared to $6,651,091 in the twelve months ended December 31, 2013. Gross profit as a percent of revenue was 45 percent in the twelve months ended December 31, 2014 and 2013. The increase in gross profit is related to higher levels of activity and related revenue in our Heliport operations as well as a full year of operations at our MRO in Oklahoma as compared to a partial year in 2013.

OPERATING EXPENSE

Selling, General and Administrative

Total selling, general and administrative, or SG&A, expenses were $7,092,654 in the twelve months ended December 31, 2014, an increase of approximately $1,488,000 or 26.5 percent, as compared to the same period in 2013.

SG&A associated with our Heliport, MRO and FBO operations were approximately $6,731,000 in the twelve months ended December 31, 2014, an increase of approximately $1,685,000, or 33.4 percent, as compared to the twelve months ended December 31, 2013. The primary source of the increased operating expense was due to a full year of operations at our MRO in Oklahoma as compared to a partial year in 2013. SG&A associated with our FBO operations, as a percentage of revenue, was 36.8 percent for the twelve months ended December 31, 2014, as compared with 34.2 percent in the corresponding prior year period.

Corporate SG&A was approximately $361,000 for the twelve months ended December 31, 2014, representing a decrease of approximately $198,000 as compared with the corresponding prior year period.

OPERATING INCOME

Operating income from continuing operations for the year ended December 31, 2014 was $1,125,958 as compared to $1,045,997 in the year ended December 31, 2013. The increase in a year-over-year basis is primarily due to a combination of higher levels of revenue leading to increased gross profit, as described above.

Depreciation and Amortization

Depreciation and amortization was approximately $627,000 and $488,000 for the twelve months ended December 31, 2014 and 2013, respectively. The increase in 2014 was largely attributed to the full year of amortization in 2014 of certain intangibles related to the purchase of our Oklahoma MRO as well as depreciation recorded in connection with the capital improvement program at the Heliport.

Interest Income/Expense

Interest income for the year ended December 31, 2014 was $6,693, as compared to $17,617 in year ended December 31, 2013. Interest expense for the year ended December 31, 2014 was $85,929, as compared to $121,476 in the same period in 2013, with the decrease largely attributable to less interest associated with the Redemption Agreement, due to the remaining balance being paid down in 2014, as further described in notes to the financial statements included in Item 8 of this Report under the heading “Related Parties.”

Other Expense – Hurricane Sandy

Other expenses of approximately $111,000 were recorded for the 12 months ended December 31, 2013 in connection with reconstruction efforts in the aftermath of Hurricane Sandy, as described in greater detail in Part II of our Annual Report on Form 10-K for the year ended December 31, 2012. There were no comparable expenses in the current year period.

Impairment of Goodwill and Other Intangibles

The Company had $530,000 and $1,080,380 of goodwill at December 31, 2014 and 2013, respectively. The Company assessed its goodwill using the qualitative approach and determined it was more likely than not that the fair value of its goodwill resulting from the purchase of PRA was less than its carrying value and recorded a $550,380 impairment charge at December 31, 2014. Due to macroeconomic, industry and market conditions, the PRA facility has not been able to establish positive cash flow and that future cash flows were insufficient to support any value of goodwill or indefinite live intangibles and has taken an impairment charge in the audited financial statements for their remaining value.

As of December 31, 2014, intangible assets consist of a non-compete agreement ($107,500) and a charter certificate ($35,000). At December 31, 2013, intangible assets consisted of a non-compete agreement ($150,000), trade name ($100,000) customer relationships ($75,000) and a charter certificate ($35,000). At December 31, 2014, the Company recorded an impairment charge of $139,583 for the trade name and customer relationships at the PRA facility using the aforementioned procedures.

Income Tax

Income tax expense for the twelve months ended December 31, 2014 was $190,000, as compared to $463,000 in the same period in 2013. Included in these amounts are paid actual or estimated federal, state and local income taxes along with a charge for deferred income tax at our estimated blended effective tax rate of 39 percent. Paid actual or estimated tax expenses were $693,000 and deferred income tax benefits were $503,000 for the twelve months ended December 31, 2014. Paid actual or estimated tax expenses were $526,000 and deferred income tax benefits were $63,000 for the twelve months ended December 31, 2013.

Net Income (Loss) Per Share

Net income for the twelve months ended December 31, 2014 was $133,747 as compared to net loss of $1,823,092 in the twelve months ended December 31, 2013. The swing was primarily related to the loss associated with discontinued operations in 2013.

Basic and diluted net income per share for the twelve months ended December 31, 2014 was $0.00. Basic and diluted net loss per share for the twelve months ended December 31, 2013 was $0.06.

Liquidity and Capital Resources

As of December 31, 2014, we had cash and cash equivalents of $531,003 and a working capital surplus of $846,407. We generated revenue from continuing operations of $18,287,784 and had net income from continuing operations of $133,747 for the twelve months ended December 31, 2014. For the twelve months ended December 31, 2014, cash flows included net cash provided by operating activities of $1,156,041, net cash provided by investing activities of $1,373, and net cash used in financing activities of $772,816.

On May 17, 2013, we entered into a loan agreement with PNC Bank (the “PNC Loan Agreement”). The PNC Loan Agreement contains three components: (i) a $2,500,000 non-revolving acquisition line of credit (the “PNC Acquisition Line”); (ii) a $1,150,000 working capital line (the “PNC Working Capital Line”); and (iii) a $280,920 term loan (the “PNC Term Loan”).

Proceeds of the PNC Acquisition Line were able to be dispersed, based on parameters defined in the PNC Loan Agreement, until May 17, 2014 (the “Conversion Date”). As of the Conversion Date, there was $1,350,000 outstanding under the PNC Acquisition Line. The payment terms provide that 30 days following the Conversion Date, and continuing on the same day of each month thereafter, the Company is required to make equal payments of principal over a 60 month period. Interest on the outstanding principal continues to accrue at a rate equal to one-month LIBOR plus 275 basis points (2.91% as of December 31, 2014). An unused commitment fee had been applied at a rate of 1.5% on the unused portion of the PNC Acquisition Line and was charged for each fiscal quarter through the Conversion Date. As of December 31, 2014, there was $1,192,500 outstanding under the PNC Acquisition Line.

The PNC Working Capital Line may be dispersed for working capital and general corporate purposes. Interest on outstanding principal accrues at a rate equal to daily LIBOR plus 250 basis points (2.67% as of December 31, 2014) and is annually renewable at PNC Bank’s option. As of December 31, 2014, the outstanding balance of the PNC Working Capital Line was $550,000.

The PNC Term Loan was utilized to retire our previously outstanding miscellaneous debt of the same amount. Interest on outstanding principal accrues at a rate equal to one-month LIBOR plus 275 basis points (2.91% as of December 31, 2014) and principal and interest payments shall be made over a thirty-four month period. At December 31, 2014, $128,420 was outstanding.

We are party to a concession agreement, dated as of November 1, 2008, with the City of New York for the operation of the Downtown Manhattan Heliport (the “Concession Agreement”). Pursuant to the terms of the Concession Agreement, we must pay the greater of 18% of the first $5,000,000 in program year gross receipts and 25% of gross receipts in excess of $5 million or minimum annual guaranteed payments. We paid the City of New York $1,200,000 in the first year of the term and minimum payments are scheduled to increase to approximately $1,700,000 in the final year of Concession Agreement, which expires on October 31, 2018. During the twelve months ended December 31, 2014 and 2013, we incurred approximately $2,810,000 and $2,300,000, respectively, in concession fees which are recorded in the cost of revenue.

Our anticipated capital expenditures in 2015 are approximately $50,000 - $100,000.

During the twelve months ended December 31, 2014, we had a net increase in cash of $384,598. Our sources and uses of funds during this period were as follows:

Cash from Operating Activities

For the year ended December 31, 2014, net cash provided by operating activities was $1,156,041. This amount included an increase in operating cash related to net income of $133,747 and additions for the following items: (i) depreciation and amortization, $626,919; (ii) stock-based compensation expense, $36,675; (iii) inventories, $39,174; (iv) accounts payable, $126,463, (v) deposits, $4,873; (vi) accrued expenses, $408,893; (vii) impaired goodwill and other intangibles, $689,963, and (viii) prepaid expenses, $15,537. The increase in cash provided by operating activities in 2014 was offset by the following items: (i) accounts receivable, $423,203; and deferred income taxes, $503,000. For the year ended December 31, 2013, net cash provided by operating activities was $591,928. This amount included a decrease in operating cash related to net loss of $1,823,092 and additions for the following items: (i) depreciation and amortization, $487,764; (ii) stock-based compensation expense, $33,064; (iii) accounts receivable, insurance recovery, $147,928; (iv); loss on disposal of property and equipment, $251,132; (v) accounts receivable, trade, $113,188; (vi) inventories, $156,789; and (vii) impaired goodwill and trade name, discontinued operations, $1,938,284. The increase in cash used by operating activities in 2013 was offset by the following items: (i) prepaid expenses, $358,461; (ii) deferred income taxes, $63,000; (iii) accounts payable, $184,129; (iv) accrued expenses, $106,735; and (v) customer deposits, $804.

Cash from Investing Activities

For the year ended December 31, 2014, net cash provided by investing activities was $1,373 and was attributable to the purchase of property and equipment that cost $190,956 offset by the payment of notes receivable of $192,329. For the year ended December 31, 2013, net cash used in investing activities was $1,674,184, consisting of: (i) payment of note receivable, $108,384; and (ii) accounts receivable, insurance recovery, $315,014; offset by (iii) purchase of property and equipment, $759,378; and (iv) purchase of assets, net of liabilities, $1,338,204.

Cash from Financing Activities

For the year ended December 31, 2014, net cash used in financing activities was $772,816, consisting of (i) repayment of notes payable, $947,866; (ii) offset by borrowings on the line of credit, $175,000; and (iii) issuance of common stock, $50. For the year ended December 31, 2013, net cash provided by financing activities was $978,253, consisting of (i) borrowings from notes payable, $1,644,495; (ii) line of credit, net, $375,000; and (iii) issuance of common stock, $17; offset by (iv) payment of notes payable, $1,041,259.

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.

Critical Accounting Estimates

Discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the amounts reported in the consolidated financial statements and the accompanying notes. We evaluate our estimates on an ongoing basis, including those estimates related to product returns, product and content development expenses, bad debts, inventories, intangible assets, income taxes, contingencies and litigation. We base our estimates on experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The critical accounting policies which we believe affect our more significant judgments and estimates used in the preparation of our consolidated financial statements are provided as follows:

Accounts Receivable, Trade

We extend credit to large and mid-size companies for products and services. We have concentrations of credit risk in that 77% of the balance of our accounts receivable at December 31, 2014 is made up of only four customers. At December 31, 2014, accounts receivable from our four largest accounts amounted to approximately $685,000 (33.4%), $359,000 (17.5%), $292,000 (14.2%), and $233,000 (11.4%), respectively. We have in place a security in connection with each of these receivables. Accounts receivable are carried at their estimated collectible amounts. Accounts receivable are periodically evaluated for collectability and the allowance for doubtful accounts is adjusted accordingly. We determine collectability based on our management experience and knowledge of the customers.

Goodwill and Intangible Assets

Goodwill and intangibles that are deemed to have indefinite lives are not amortized but, instead, are to be reviewed at each reporting period for impairment. We assessed potential impairment of goodwill using qualitative factors by considering various factors including macroeconomic conditions, industry and market conditions, cost factors, a sustained share price or market capitalization decrease and any reporting unit specific events. We performed an analysis of our goodwill and intangible assets at December 31, 2014 and 2013. In addition to amounts recorded in 2013 with respect to discontinued operations, we recorded an impairment charge in 2014 related to intangibles recorded in connection with the purchase of our MRO in Oklahoma. Management has communicated this with the Audit Committee.

Income Taxes

We account for income taxes under “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between their financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred tax assets are subject to a valuation allowance because it is more likely than not that certain of the deferred tax assets will not be realized in future periods. We file income tax returns in the United States (federal) and in various state and local jurisdictions. In most instances, we are no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2011.

Stock Based Compensation

Stock-based compensation expense for all share-based payment awards are based on the grant-date fair value. We recognize these compensation costs over the requisite service period of the award, which is generally the option vesting term.

Option valuation models require the input of highly subjective assumptions, including the expected life of the option. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

Recent Accounting Pronouncements

In April 2014, the FASB issued Accounting Standards Update No. 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360) – Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (ASU 2014-08) which requires entities to change the criteria for reporting discontinued operations and enhance convergence of the FASB’s and International Accounting Standard Board’s (IASB) reporting requirements for discontinued operations so as not to be overly complex or difficult to apply to stakeholders. Only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on the entity’s operations and financial results will be reported as discontinued operations in the financial statements. ASU 2014-08 is effective for fiscal years beginning on or after December 15, 2014 and interim periods thereafter. ASU 2014-08 will be effective for the Company’s financial statements for fiscal years beginning January 1, 2015. Based on the Company’s evaluation of ASU 2014-08, the adoption of this statement on January 1, 2015 will not have a material impact on the Company’s financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Table of Contents to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	17

Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 2014 and 2013	18

Consolidated Statements of Operations For the Years Ended December 31, 2014 and 2013	19

Consolidated Statements of Stockholders’ Equity For the Years Ended December 31, 2014 and 2013	20

Consolidated Statements of Cash Flows For the Years Ended December 31, 2014 and 2013	21

Notes to Consolidated Financial Statements	22

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee of the Board of Directors and Stockholders of

Saker Aviation Services, Inc.

We have audited the accompanying consolidated balance sheets of Saker Aviation Services, Inc. and Subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits 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 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 financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Saker Aviation Services, Inc. and Subsidiaries as of 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.

/s/ Kronick Kalada Berdy & Co.

Kingston, PA
March 31, 2015

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31, 2014			December 31, 2013
ASSETS
CURRENT ASSETS
Cash	$	531,003		$	146,405
Accounts receivable		2,049,842			1,626,639
Inventories		299,339			338,513
Note receivable – current portion, less discount		—			116,219
Prepaid expenses and other current assets		524,942			540,479
Total current assets		3,405,126			2,768,255

PROPERTY AND EQUIPMENT, net
of accumulated depreciation and amortization of $1,711,543 and $1,249,362 respectively		2,086,794			2,444,840

OTHER ASSETS
Deposits		178,524			180,184
Note receivable, less current portion and discount		—			76,110
Intangible assets		142,500			360,000
Goodwill		530,000			1,080,380
Deferred income taxes		363,000			—
Total other assets		1,214,024			1,696,674
TOTAL ASSETS	$	6,705,944		$	6,909,769

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	996,431		$	869,968
Line of credit		550,000			375,000
Customer deposits		134,761			131,548
Accrued expenses		505,070			96,177
Notes payable – current portion		372,457			992,862
Total current liabilities		2,558,719			2,465,555

LONG-TERM LIABILITIES
Notes payable - less current portion		956,979			1,284,440
Deferred income taxes		—			140,000
Total liabilities		3,515,698			3,889,995

STOCKHOLDERS’ EQUITY
Preferred stock - $.001 par value; authorized 9,999,154;
none issued and outstanding		—			—
Common stock - $.001 par value; authorized 100,000,000;
33,107,610 and 33,057,610 shares issued and outstanding in 2014 and 2013, respectively		33,107			33,057
Additional paid-in capital		19,962,482			19,925,807
Accumulated deficit		(16,805,343	)		(16,939,090	)
TOTAL STOCKHOLDERS’ EQUITY		3,190,246			3,019,774
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,705,944		$	6,909,769

See accompanying notes to consolidated financial statements.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended December 31,
	2014			2013

REVENUE	$	18,287,784		$	14,761,991
COST OF REVENUE		10,069,172			8,110,900
GROSS PROFIT		8,218,612			6,651,091

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		7,092,654			5,605,094

OPERATING INCOME FROM CONTINUING OPERATIONS		1,125,958			1,045,997

OTHER INCOME (EXPENSE):
OTHER (EXPENSE) INCOME, net		(33,012	)		(3,488	)
OTHER EXPENSE – HURRICANE SANDY		—			(111,145	)
IMPAIRMENT OF GOODWILL AND OTHER INTANGIBLES		(689,963	)		—
INTEREST INCOME		6,693			17,617
INTEREST EXPENSE		(85,929	)		(121,476	)

TOTAL OTHER EXPENSE, net		(802,211	)		(218,492	)
INCOME FROM CONTINUING OPERATIONS, before income taxes		323,747			827,505

INCOME TAX (EXPENSE) BENEFIT
CURRENT		(693,000	)		(526,000	)
DEFERRED		503,000			63,000

INCOME TAX EXPENSE		(190,000	)		(463,000	)
INCOME FROM CONTINUING OPERATIONS		133,747			364,505
DISCONTINUED OPERATIONS, net of income taxes		—			(2,187,597	)
NET INCOME (LOSS)	$	133,747		$	(1,823,092	)

Basic Net Income (Loss) Per Common Share	$	0.00		$	(0.06	)

Diluted Net Income (Loss) Per Common Share	$	0.00		$	(0.06	)

Weighted Average Number of Common Shares – Basic		33,106,788			33,050,688
Weighted Average Number of Common Shares – Diluted		33,327,817			33,050,688

See accompanying notes to consolidated financial statements.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Years Ended December 31, 2014 and 2013

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
BALANCE – January 1, 2013		33,040,422	$	33,040	$	19,892,743	$	(15,115,998	)	$	4,809,785

Issuance of common stock		17,188		17							17
Amortization of stock based compensation						33,064					33,064
Net loss								(1,823,092	)		(1,823,092	)
BALANCE – December 31, 2013		33,057,610		33,057		19,925,807		(16,939,090	)		3,019,774

Issuance of common stock		50,000		50							50
Amortization of stock based compensation						36,675					36,675
Net income								133,747			133,747
BALANCE – December 31, 2014		33,107,610	$	33,107	$	19,962,482	$	(16,805,343	)	$	3,190,246

See accompanying notes to consolidated financial statements.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	133,747		$	(1,823,092	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		626,919			487,764
Loss on disposal property and equipment		—			251,132
Stock based compensation		36,675			33,064
Impaired goodwill and other intangibles		689,963			1,938,284
Changes in operating assets and liabilities, net of effects from purchase of PRA in 2013:
Accounts receivable, trade		(423,203	)		113,188
Accounts receivable, insurance recovery		—			147,928
Inventories		39,174			156,789
Prepaid expenses and other current assets		15,537			(358,461	)
Deposits		1,660			—
Deferred income taxes		(503,000	)		(63,000	)
Accounts payable		126,463			(184,129	)
Customer deposits		3,213			(804	)
Accrued expenses		408,893			(106,735	)
TOTAL ADJUSTMENTS		1,022,294			2,415,020

NET CASH PROVIDED BY OPERATING ACTIVITIES		1,156,041			591,928

CASH FLOWS FROM INVESTING ACTIVITIES
Payment of note receivable		192,329			108,384
Purchase of property and equipment		(190,956	)		(759,378	)
Purchase of assets, net of liabilities of PRA acquisition		—			(1,338,204	)
Accounts receivable, insurance recovery		—			315,014
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		1,373			(1,674,184	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from notes payable		—			1,644,495
Issuance of common stock		50			17
Line of credit, net		175,000			375,000
Repayment of notes payable		(947,866	)		(1,041,259	)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(772,816	)		978,253

NET CHANGE IN CASH		384,598			(104,003	)

CASH – Beginning		146,405			250,408
CASH – Ending	$	531,003		$	146,405

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the periods for:
Interest	$	85,929		$	121,476
Income taxes	$	260,287		$	248,666

See accompanying notes to consolidated financial statements.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

NOTE 1 - Nature of Operations

Saker Aviation Services, Inc. (“Saker”), through its subsidiaries (collectively the “Company”), operates in the aviation services segment of the general aviation industry, in which it serves as the operator of a heliport, a fixed base operation (“FBO”), as a provider of aircraft maintenance, repair and overhaul (“MRO”) services, and as a consultant for a non-owned seaplane base. FBOs provide ground-based services, such as fueling and aircraft storage for general aviation, commercial and military aircraft, and other miscellaneous services.

FirstFlight Heliports, LLC d/b/a Saker Aviation Services (“FFH”), a wholly-owned subsidiary, operates the Downtown Manhattan Heliport via a concession agreement executed by the Company with the City of New York. FBO Air Garden City, Inc. d/b/a Saker Aviation Services (“FBOGC”), a wholly-owned subsidiary provides FBO services in Garden City, Kansas. Phoenix Rising Aviation, Inc. (“PRA”), a wholly-owned subsidiary provides MRO services in Bartlesville, Oklahoma. FBO Air Wilkes-Barre, Inc. d/b/a Saker Aviation Services (“FBOWB”), a wholly-owned subsidiary, previously provided FBO services in Avoca, Pennsylvania – see Discontinued Operations below.

NOTE 2 – Management’s Liquidity Plans

As of December 31, 2014, the Company had cash of $531,003 and had a working capital surplus of $846,407. The Company generated revenue from continuing operations of $18,287,784 and income from continuing operations before income taxes of $323,747 for the twelve months ended December 31, 2014.

On May 17, 2013, the Company entered into a loan agreement with PNC Bank (the “PNC Loan Agreement”). The PNC Loan Agreement contains three components: (i) a $2,500,000 non-revolving acquisition line of credit (the “PNC Acquisition Line”); (ii) a $1,150,000 working capital line (the “PNC Working Capital Line”); and (iii) a $280,920 term loan (the “PNC Term Loan”). Substantially all assets of the Company are pledged as collateral under the PNC Loan Agreement.

The PNC Working Capital Line may be dispersed for working capital and general corporate purposes. Interest on outstanding principal accrues at a rate equal to daily LIBOR plus 250 basis points (2.67% as of December 31, 2014) and the PNC Working Capital Line is annually renewable at PNC Bank’s option. As of December 31, 2014, the outstanding balance of the PNC Working Capital Line was $550,000.

The PNC Term Loan was dispersed to settle miscellaneous Company debt of the same amount. Interest on outstanding principal accrues at a rate equal to one-month LIBOR plus 275 basis points (2.91 % as of December 31, 2014) and principal and interest payments shall be made over a 34 month period. At December 31, 2014, $128,420 was outstanding.

The Company is party to a concession agreement, dated as of November 1, 2008, with the City of New York for the operation of the Downtown Manhattan Heliport (the “Concession Agreement”). Pursuant to the terms of the Concession Agreement, the Company must pay the greater of 18% of the first $5,000,000 in program year gross receipts and 25% of gross receipts in excess of $5 million or minimum annual guaranteed payments. The Company paid the City of New York $1,200,000 in the first year of the term and minimum payments are scheduled to increase to approximately $1,700,000 in the final year of Concession Agreement, which expires on October 31, 2018. During the twelve months ended December 31, 2014 and 2013, the Company incurred approximately $2,810,000 and $2,300,000 in concession fees, respectively, which is recorded in the cost of revenue.

NOTE 3 – Discontinued Operations

As disclosed in a Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 21, 2013, and further described in NOTE 7 – “Subsequent Events” in the Company’s June 30, 2013 Quarterly Report on Form 10-Q, the Company no longer serves as a fixed base operator (“FBO Operator”) at that airport. The results of business activities previously conducted by the Company at the Wilkes-Barre/Scranton International Airport have been recorded in this Annual Report on Form 10-K as Discontinued Operations.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

Components of discontinued operations are as follows:

As of December 31, 2014 and 2013, assets principally consisting of trade receivables and equipment of $0.00 and $160,000, respectively, and liabilities principally consisting of accrued expenses of $0.00 and $28,000, respectively, were included in the consolidated balance sheets.

	For the Twelve Months Ended December 31,
	2014		2013

Revenue	$	—	$	3,127,502
Cost of revenue		—		2,366,824
Gross profit		—		760,678
Operating expenses		—		978,495
Operating loss from discontinued operations		—		(217,817	)
Interest expense, net		—		(4,440	)
Impairment of goodwill, intangible and fixed assets		—		(2,101,696	)
Other expense, net		—		(59,644	)
Income tax benefit		—		196,000
Net loss from discontinued operations	$	—	$	(2,187,597	)
Basic net loss per common share	$	0.00	$	(0.07	)
Weighted average number of common shares outstanding, basic		33,106,788		33,050,688

NOTE 4 – Acquisition

On August 15, 2013, the Company purchased 100% of the stock of Phoenix Rising Aviation, Inc. (“PRA”), an aircraft maintenance, repair and overhaul firm located in Bartlesville, Oklahoma. Under the terms of the acquisition agreement, the Company paid $1,350,000 in cash and up to $1,000,000 in future installment payments, the payment of which are subject to the achievement of certain performance thresholds for PRA as defined in the acquisition agreement. The closing cash payment was funded through the Company’s acquisition line of credit with PNC Bank, as described above in Note 2 – “Liquidity.”

The following table details the allocation of the purchase price:

	Fair Value
Cash	$	11,796
Accounts receivable		128,573
Inventory		194,068
Equipment		240,000
Intangible assets – trade name		100,000
Intangible assets – customer relationships		75,000
Intangible assets – non-compete agreements		150,000
Goodwill		550,380
Accounts payable and accrued expenses		(99,817	)
Total	$	1,350,000

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

The following table presents the unaudited Pro-forma results of the continuing operations of the Company and PRA for the twelve month period ending December 31, 2013 as if PRA had been acquired at the beginning of the period:

	2013

Revenue	$	16,535,144
Net income		653,358
Basic net income per common share	$	.02

Weighted Average Number of Common Shares Outstanding – Basic		33,050,688

The above pro-forma combined results are not necessarily indicative of the results that would have actually occurred if the PRA acquisition had been completed as of the beginning of the year 2013, nor are they necessarily indicative of future consolidated results. For the twelve months ended December 31, 2013, revenue and net loss of $504,000 and $227,000 are included in the consolidated statements of operations.

NOTE 5 - Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, FFH, FBOGC, PRA, and FBOWB. All significant inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include depreciation, amortization, impairment of goodwill and intangibles, stock-based compensation, allowance for doubtful accounts, deferred tax assets, and timing of repayments on earn-out note.

Cash

The Company maintains its cash with various financial institutions. As part of its cash management process, the Company periodically reviews the relative credit standing of these financial institutions.

Accounts Receivable, Trade and Revenue Concentration

The Company extends credit to companies for products and services. The Company has concentrations of credit risk because 77% of the balance of accounts receivable, trade at December 31, 2014 was incurred by only four customers. At December 31, 2014, accounts receivable from the Company’s four largest accounts amounted to approximately $685,000 (33.4%), $359,000 (17.5%), $292,000 (14.2%), and $233,000 (11.4%), respectively. In addition, three customers represented approximately $10,400,000 (57%) of revenue in 2014. At December 31, 2013, accounts receivable from the Company’s four largest accounts amounted to approximately $349,000 (21.1%), $349,000 (21.1%), $308,000 (18.7%), and $300,000 (18.1%), respectively. In addition, three customers represented approximately $9,100,000 (61.9%) of revenue in 2013. The Company has in place a security deposit in connection with each of these four receivables but its receivables are otherwise not collateralized. Accounts receivable are carried at their estimated collectible amounts. Accounts receivable are periodically evaluated for collectability and the allowance for doubtful accounts is adjusted accordingly. Management determines collectability based on their experience and knowledge of the customers. As of December 31, 2014 and 2013, the Company has recorded an allowance for doubtful accounts of $0.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

Inventories

Inventories consist primarily of maintenance parts and aviation fuel and are stated at the lower of cost or market determined by the first-in, first out method.

Property and Equipment

Property and equipment is stated at cost. Depreciation is provided primarily using the straight-line method over the estimated useful lives as set forth in footnote 7. Amortization of leasehold improvements is provided using the straight-line method over the shorter of their estimated useful life or lease term, including renewal option periods expected to be exercised. Maintenance and repairs are charged to expense as incurred; costs of major additions and betterments are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in income.

Goodwill and Intangible Assets

Goodwill and intangibles that are deemed to have indefinite lives are not amortized but, instead, are to be reviewed at each reporting period for impairment. The Company assessed potential impairment of goodwill using qualitative factors by considering various factors including macroeconomic conditions, industry and market conditions, cost factors, a sustained share price or market capitalization decrease and any reporting unit specific events. The Company performed an analysis of its goodwill and intangible assets at December 31, 2014 and 2013. In addition to amounts recorded in 2013 with respect to discontinued operations, the Company recorded an impairment charge in 2014 relating to intangibles recorded in connection with the Company’s purchase of its MRO in Oklahoma.

Revenue Recognition

Revenue for the sales of products is recognized at the time products are delivered to customers. Revenue for services is recognized at the time the services are performed and provided to customers.

Reclassifications

Certain reclassifications were made to prior year amounts to conform to the current year presentation. None of the reclassifications affected the Company’s net (loss) income in any period.

Customer Deposits

Customer deposits consist of amounts that customers are required to remit in advance to the Company in order to secure payment for future purchases and services.

Advertising

The Company expenses all advertising costs as incurred. Advertising expense for the years ended December 31, 2014 and 2013 was approximately $117,401 and $64,700, respectively.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between their financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income or loss in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred tax assets are subject to a valuation allowance because it is more likely than not that certain of the deferred tax assets will not be realized in future periods. The Company files income tax returns in the United States (federal) and in various state and local jurisdictions. In most instances, the Company is no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2011.

Fair Value of Financial Instruments

The reported amounts of the Company’s financial instruments, including accounts receivable, accounts payable and accrued liabilities, approximate their fair value due to their short maturities. The carrying amounts of debt approximate fair value because the debt agreements provide for interest rates that approximate market. The carrying value of the note receivable approximated fair value because it was discounted at a current market rate.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

Net Income (Loss) Per Common Share

Basic net income (loss) per share applicable to common stockholders is computed based on the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities, consisting of options and warrants, are excluded from the calculation of the diluted income per share when their exercise prices are greater than the average market price of the common stock during the period or when their inclusion would be antidilutive.

The following table sets forth the components used in the computation of basic and diluted loss per share:

	For the Year Ended December 31,
	2014(1)		2013(2)
Weighted average common shares outstanding, basic		33,106,788		33,050,688
Common shares upon exercise of options or warrants		221,029		—
Weighted average common shares outstanding, diluted		33,327,817		33,050,688

(1)

Common shares of 1,950,000 underlying outstanding stock options and warrants for the year ended December 31, 2014 were excluded from the computation of diluted earnings per share as their inclusion would be antidilutive.

(2)

Common shares of 1,247,121 underlying outstanding stock options and warrants for the year ended December 31, 2013 were excluded from the computation of diluted earnings per share as their inclusion would be antidilutive.

Stock-Based Compensation

Stock-based compensation expense for all share-based payment awards are based on the estimated grant-date fair value. The Company recognizes these compensation costs over the requisite service period of the award, which is generally the option vesting term. For the years ended December 31, 2014 and 2013, the Company incurred stock based compensation of $36,675 and $33,064, respectively. Such amounts have been recorded as part of the Company’s selling, general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2014, the unamortized fair value of the options totaled $25,500 and the weighted average remaining amortization period of the options approximated 5 years.

Option valuation models require the input of highly subjective assumptions, including the expected life of the option. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

The fair value of each share-based payment award granted during the years ended December 31, 2014 and 2013 were estimated using the Black-Scholes option pricing model with the following weighted average fair values:

	For the Year Ended December 31,
	2014			2013
Dividend yield		0	%		0	%
Expected volatility		678	%		670	%
Risk-free interest rate		1.5	%		1.8	%
Expected lives		5.0 years			5.0 years

The weighted average fair value of the options on the date of grant, using the fair value based methodology during the years ended December 31, 2014 and 2013, was $0.068 and $0.066, respectively.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

Recently Issued Accounting Pronouncements

NOTE 6 – Inventories

Inventory consists primarily of maintenance parts and aviation fuel, which the Company dispenses to its customers. The Company also maintains fuel inventories for commercial airlines, to which it charges into-plane fees when servicing commercial aircraft.

Inventories consist of the following:

	December 31,
	2014		2013
Parts inventory	$	219,374	$	204,899
Fuel inventory		68,891		116,938
Other inventory		11,074		16,676
Total inventory	$	299,339	$	338,513

Included in fuel inventory are amounts held for third parties of $76,021 and $11,666 as of December 31, 2014 and 2013, respectively, with an offsetting liability included as part of accrued expenses.

NOTE 7 – Property and Equipment

Property and equipment consist of the following:

	December 31,						Estimated
	2014			2013			Useful Life
Aircraft	$	45,872		$	114,477		7 – 12 years
Vehicles		386,604			374,202		5 – 10 years
Office furniture and equipment		339,842			293,535		3 – 7 years
Tools and shop equipment		233,912			206,362		3 – 10 years
Leasehold improvements		2,592,107			2,505,626		10 – 20 years
Building/fuel farm		200,000			200,000		7 – 17 years
Total		3,798,337			3,694,202
Less: accumulated depreciation and amortization		(1,711,543	)		(1,249,362	)
Property and equipment, net	$	2,086,794		$	2,444,840

Depreciation and amortization expense for the years ended December 31, 2014 and 2013 was approximately $549,000 and $488,000, respectively.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

NOTE 8 – Goodwill and Intangible Assets

As of December 31, 2014, intangible assets consist of a non-compete agreement ($107,500) and a charter certificate ($35,000). At December 31, 2013, intangible assets consisted of a non-compete agreement ($150,000), trade name ($100,000), customer relationships ($75,000) and a charter certificate ($35,000). At December 31, 2014, the Company recorded an impairment charge of $139,583 for the trade name and customer relationships at the PRA facility using the aforementioned procedures.

NOTE 9 – Line of Credit

The Company has a working capital line aggregating $1,150,000, which is secured by substantially all assets of the Company. The line, which bears interest at a rate equal to daily LIBOR plus 250 basis points, is renewable annually. At December 31, 2014, $550,000 was outstanding.

NOTE 10 – Notes Payable

Notes payable consist of:

	December 31,
	2014			2013
PNC Bank Acquisition Line of Credit converted to a Promissory Note on May 17, 2014 – secured by assets of acquisition. One month LIBOR plus 275 bps, matures May 17, 2019.	$	1,192,500		$	1,350,000
PNC Bank Term Loan – secured by equipment. One month LIBOR plus 275 bps, matures March 17, 2016.		128,420			224,736
Non-controlling interest earn-out – paid in full.		—			646,329
Other		8,516			56,237
Subtotal		1,329,436			2,277,302
Less: current portion		(372,457	)		(992,862	)
Total – long term	$	956,979		$	1,284,440

Aggregate annual maturities of debt are as follows:

For the years ended December 31,	Total
2015	$	372,457
2016		304,479
2017		270,000
2018		270,000
2019		112,500
TOTAL	$	1,329,436

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

NOTE 11 – Income Taxes

The Company’s deferred tax assets and deferred tax liabilities consisted of the following:

	December 31,
	2014			2013
Deferred tax assets:
Stock based compensation	$	44,000		$	39,000
Deferred start-up costs		38,000			46,000
Goodwill and intangibles		388,000			0
Total deferred tax assets		470,000			85,000

Deferred tax liabilities:
Property and equipment		(65,000	)		(190,000	)
Total deferred tax liabilities		(65,000	)		(190,000	)

Deferred tax assets (liabilities) – net		405,000			(105,000	)

Valuation Allowance		(42,000	)		(35,000	)

Deferred tax asset (liability) – net of valuation allowance	$	363,000		$	(140,000	)

Change in valuation allowance	$	7,000		$	13,000

The provision for income taxes using the statutory federal tax rate as compared to the Company's effective tax rate is summarized as follows:

	December 31,
	2014			2013
Tax expense at statutory rate		34.0	%		34.0	%
State and local income taxes, net of federal		24.7	%		22.0	%
Effective income tax expense rate		58.7	%		56.0	%

NOTE 12 – Stockholders’ Equity

Stock Options

On December 12, 2006, at the Company’s Annual Meeting, the stockholders of the Company approved the Stock Option Plan of 2005 (the “Plan”). The Plan is administered by the Company’s Compensation Committee and provides for 7,500,000 shares of common stock to be reserved for issuance under the Plan. Directors, officers, employees, and consultants of the Company are eligible to participate in the Plan. The Plan provides for the awards of incentive and non-statutory stock options. The Committee determined the vesting schedule to be up to five years at the time of grant of any options under the Plan, and unexercised options will expire in up to ten years. The exercise price is to be equal to at least 100% of the fair market value of a share of the common stock, as determined by the Compensation Committee, on the grant date. As of December 31, 2014 and 2013, there were 5,600,000 and 5,700,000 shares, respectively, available for grant as options under the Plan.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

Details of all options outstanding under the Plan are presented in the table below:

	Number of Options			Weighted Average Exercise Price

Balance, January 1, 2013		1,725,000		$	0.085
Granted		400,000			0.077
Exercised		(25,000	)		0.035
Forfeited		(300,000	)		0.047
Balance, January 1, 2014		1,800,000		$	0.070
Granted		300,000			0.085
Exercised		(100,000	)		0.050
Forfeited		(100,000	)		0.120
Balance, December 31, 2014		1,900,000		$	0.071

On December 1, 2014, the Company granted a stock option under the Plan to each of the two non-employee directors plus the Chief Executive Officer, who otherwise accepts no compensation, to purchase 100,000 shares of common stock at $0.085 per share, the closing price of the Company’s common stock on December 1, 2014. Each option vests on December 1, 2015 and expires on December 1, 2019. These options are collectively valued at $25,500 and are being amortized over the vesting period.

On December 1, 2014, four sets of options of 25,000 shares each, representing a total of 100,000 shares, expired.

On January 6, 2014, an option of 100,000 shares was exercised.

On December 1, 2013, the Company granted a stock option under the Plan to each of the four non-employee directors to purchase 100,000 shares of common stock at $0.077 per share, the closing price of the Company’s common stock on December 1, 2013. Each option vests on December 1, 2014 and expires on December 1, 2018. These options are collectively valued at $30,800 and are being amortized over the vesting period.

On December 1, 2013, four sets of options of 25,000 shares each, representing a total of 100,000 shares, expired.

On October 21, 2013, an option granted to an employee was reduced by 200,000 shares in connection with the Company not exercising an extension of the employee’s employment agreement.

On May 28, 2013, an option of 25,000 shares was exercised.

A summary of the Company’s stock options outstanding at December 31, 2014 is presented in the table below:

Exercise Price		Outstanding		Weighted average remaining contractual life of options (in years)		Exercisable		Intrinsic Value
$	0.030		300,000		3.81		300,000	$	12,791
$	0.040		100,000		0.92		100,000	$	3,264
$	0.077		400,000		3.92		400,000	$	—
$	0.078		400,000		1.94		400,000	$	—
$	0.084		400,000		2.92		400,000	$	—
$	0.085		300,000		4.92		—	$	—
	TOTALS		1,900,000				1,600,000	$	16,055

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

Warrants

Details of all warrants outstanding are presented in the table below:

	Number of Warrants			Weighted Average Exercise Price

Balance, January 1, 2013		3,250,000		$	0.06
Granted		—			—
Exercised		—			—
Forfeited		—			—
Balance, January 1, 2014		3,250,000		$	0.06
Granted		—			—
Exercised		—			—
Forfeited		(2,900,000	)		0.05
Balance, December 31, 2014		350,000			0.10

On December 28, 2014, a warrant for 2,900,000 shares expired.

A summary of the Company’s warrants outstanding at December 31, 2014 is presented in the table below:

Exercise Price

Outstanding

Weighted average remaining
contractual life of

warrants (in years)

Exercisable

Intrinsic

Value

0.10

350,000

1.66

350,000

—

TOTALS

350,000

—

Preferred Stock

As of December 31, 2014 and 2013, the Company has 9,999,154 shares of preferred stock authorized and none of which is issued and outstanding. The Company’s Board of Directors currently has the right, with respect to the authorized shares of our preferred stock, to authorize the issuance of one or more series of preferred stock with such voting, dividend and other rights as the directors determine.

NOTE 13 – Employee Benefit Plan

The Company maintains a 401K Plan (the “401K Plan”), which covers all employees of the Company. The 401K Plan contains an option for the Company to match each participant's contribution. Any Company contribution vests over a five-year period on a 20% per year basis. Company contributions to the 401K Plan totaled approximately $45,000 and $46,000 for the years ended December 31, 2014 and 2013, respectively.

NOTE 14 – Commitments

Operating Leases

The Company leases facilities from Garden City, Kansas, which provides for: (a) a 21-year lease term expiring December 31, 2030, with one five-year renewal period, and (b) a base rent of $2,187 per month. In addition, the Company incurs a fuel flowage fee of $0.06 per gallon of fuel received. The fuel flowage fee is to be reviewed annually by the Garden City Regional Airport, the City of Garden City, and the Company.

The Company leases facilities from the Bartlesville Municipal Airport, which provides for: (a) hangar space for a 5-year lease term expiring April 1, 2017, with one five-year renewal period, and (b) hangar and office space with a 6-year lease term expiring June 1, 2019. Rent of $2,900 and $2,500 per month, respectively, with defined consumer price-based annual increases.

The Company leases office space from the Lehigh Valley International Airport, which provides for approximately 360 square feet, at a monthly cost of $500. The lease may be terminated with 30-days’ advance notice.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

Fixed rent expense aggregated approximately $87,000 for the years ended December 31, 2014 and 2013, respectively. Flowage fees on fuel gallons purchased aggregated approximately $44,000 and $72,000 for the years ended December 31, 2014 and 2013, respectively.

Future minimum rental payments under the Company’s operating leases are as follows:

For the year ended
December 31,	Total
2015	$	90,634
2016		92,404
2017		102,234
2018		109,004
2019		94,554
Thereafter		416,144
TOTAL	$	904,974

NOTE 15 – Related Parties

The law firm of Wachtel & Missry, LLP provides certain legal services to the Company and its subsidiaries from time to time. William B. Wachtel, Chairman of the Company’s Board of Directors, is a managing partner of this firm. During the twelve months ended December 31, 2014 and 2013, the Company was billed $0 for legal services by Wachtel & Missry, LLP. At December 31, 2014 and December 31, 2013, the Company has recorded an obligation of approximately $0 and $250, respectively, in accounts payable related to legal services provided by Wachtel & Missry, LLP.

On August 29, 2011, the Company entered into a redemption agreement with the non-controlling interest in a subsidiary of the Company (the “Redemption Agreement”). Pursuant to the terms of the Redemption Agreement, the non-controlling interest relinquished its membership interest in the subsidiary in return for earn-out payments of the non-controlling interest’s capital account of $2,769,000. Of that amount, $444,000 was paid upon the execution of the Redemption Agreement, and the remaining balance of $2,325,000 was paid in full as of December 31, 2014.

NOTE 16 – Litigation

From time to time, the Company may be a party to one or more claims or disputes which may result in litigation. The Company’s management does not, however, presently expect that any such matters will have a material adverse effect on the Company’s business, financial condition or results of operations.

NOTE 17 – Subsequent Events

The Company has evaluated events which have occurred subsequent to December 31, 2014 , and through the date of the filing of the Annual Report on Form 10-K with the SEC, and has determined that no subsequent events have occurred after the current reporting period.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, including our President (principal financial officer) and Chief Executive Officer (principal executive officer), have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K. Based upon, and as of the date of that evaluation, our President and our Chief Executive Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports filed and submitted by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is (i) recorded, processed, summarized and reported as and when required, and (ii) is accumulated and communicated to our management, including our President and our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change to our internal control over financial reporting during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that has materially affected, or that is reasonably likely to materially affect our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. All internal control systems, no matter how well designed and tested, have inherent limitations, including, among other things, the possibility of human error, circumvention or disregard. Therefore, even those systems of internal control that have been determined to be effective can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including our Chief Executive Officer (principal executive officer) and our President (principal financial officer), we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment under this framework, management concluded that our internal control over financial reporting was effective as of December 31, 2014.

ITEM 9B.

OTHER INFORMATION

Part III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CORPORATE GOVERNANCE

The following table contains certain information related to the directors and executive officers of Saker as of , 2015:

Name	Age	Position

William B. Wachtel	60	Director, Chairman of the Board

Alvin S. Trenk	85	Director, Chief Executive Officer

Ronald J. Ricciardi	53	Director, President

Jeffrey B. Mendell	61	Director

Each of our directors is re-elected at the Annual Meeting of Stockholders to serve until the next Annual Meeting of Stockholders or until his successor is duly elected and qualified. Our officers are elected annually by the Board of Directors to serve at the discretion of the Board.

Business History

William B. Wachtel – Director, Chairman of the Board

Mr. Wachtel was elected as a director and our Chairman of the Board on March 31, 2005. Mr. Wachtel served as our Chairman until April 8, 2009, when he resigned from such capacity but remained a member of the Board. On October 27, 2011, Mr. Wachtel was reelected as our Chairman of the Board.

Mr. Wachtel has been a managing partner of Wachtel Missry LLP (previously Wachtel & Missry, LLP, and before that, its predecessor law firm Gold & Wachtel, LLP), since its founding in August 1984. Such firm has provided certain legal services to the Company in the past. He is a co-founder of the Drum Major Institute, an organization carrying forth the legacy of the late Reverend Martin Luther King, Jr.

Mr. Wachtel’s participation is important to our Board of Directors because of his extensive experience advising companies regarding legal issues provides him with a depth and breadth of experience that enhances our ability to navigate legal and strategic issues, and because of his extensive experience working with us.

Alvin S. Trenk – Director, Chief Executive Officer

Mr. Trenk was first elected as a director and our Chairman of the Board effective August 20, 2004, in connection with the reverse merger transaction pursuant to which we became a public company. He resigned as the Chairman of the Board on March 31, 2005, but has served as a director since August 20, 2004. On November 6, 2013, Mr. Trenk was appointed to the position of Chief Executive Officer of the Company.

Mr. Trenk has served as Chairman and CEO of Air Pegasus since 1981 and, from 1997 to 2003, as Chairman, President and CEO of Sightseeing Tours of America, Inc. and Liberty Helicopters, Inc., privately held corporations operating public use heliports in New York, and providing helicopter air tours and charter and air services. From 1976 to 1980, Mr. Trenk was Vice Chairman of Kenton Corporation, a diversified publicly-traded corporation, where he also served as President and CEO of Charles Town Turf Club, owner and operator of thoroughbred race tracks in West Virginia and Chairman and CEO of International Health Company, which owned and operated a national chain of artificial kidney centers.

Mr. Trenk’s participation is important to our Board of Directors because of his deep knowledge of the aviation industry gained from his thirty year career as an executive officer in the aviation industry.

Ronald J. Ricciardi – Director, President

Mr. Ricciardi had served as the President and a director of Arizona FBO Air, Inc. since its inception in 2003 and was designated as its Chief Executive Officer on January 2, 2004. He was appointed our President and a director of the Company and designated as our Chief Executive Officer on August 20, 2004 effective with the reverse merger transaction, pursuant to which we became a public company. On March 2, 2009, he was re-appointed as our President and continues to serve in that capacity.

Mr. Ricciardi is a senior executive with extensive general management experience in entrepreneurial and large companies. Before joining Arizona FBO Air and from 2000 - 2003, Mr. Ricciardi was President and CEO of P&A Capital Partners, Inc., an entertainment finance company established to fund the distribution of independent films. From 1999 – 2000, Mr. Ricciardi was also co-founder, Chairman and CEO of eTurn, Inc., a high technology service provider, for which he developed a consolidation strategy, negotiated potential merger and acquisition candidates, prepared private placement materials and executed numerous private, institutional and venture capital presentations. After a management career at Pepsi-Cola Company and the Perrier Group of America, Mr. Ricciardi was President and CEO of Clearidge, Inc., a leading regional consumer products company, where he provided strategic and organizational development, and led a consolidation effort that included 14 transactions, which more than tripled the revenue of Clearidge, Inc. over four years.

Mr. Ricciardi’s participation is important to our Board of Directors because of his almost 12 years of experience working in a variety of roles with us, including his service on our Board of Directors, combined with his knowledge of the aviation industry and his extensive management experience. All of which demonstrate his strong commitment to us and make him a valued member of our Board of Directors.

Jeffrey B. Mendell - Director

Mr. Mendell was first elected as a director on September 30, 2004, and has served in that capacity since that time.

Mr. Mendell has been the Chairman & CEO of JBM Realty, a private real estate company headquartered in Greenwich, Connecticut, since 1983. This company is active in the development, financing and sale of residential and commercial properties. His most recent project was the development of Greenwich Shore, a luxury rental apartment project overlooking Long Island Sound in Greenwich, Connecticut.

Earlier in his career, Mr. Mendell was an executive with Citicorp Real Estate, Inc. in New York City. He is also a licensed real estate broker in the State of New York.

Mr. Mendell’s participation is important to our Board of Directors because of his management expertise and experience as an executive officer.

Family Relationships

There are no family relationships among our directors.

Other Directorships

None of our directors serves as a director of a company (1) with a class of securities registered pursuant to Section 12 of the Exchange Act, (2) subject to Section 15(d) of the Exchange Act, or (3) registered as an investment company under the Investment Company Act of 1940.

Code of Ethics

On May 19, 2006, our Board of Directors adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions as well as to all of our other employees and directors. We will provide to any person, without charge, upon request, a copy of our Code of Ethics upon written or oral request to Ronald J. Ricciardi, President, Saker Aviation Services, Inc., 20 South Street, Pier 6 East River, New York, NY 10004, or by telephone at: (212) 776-4046.

Our Code of Ethics is posted on our website at www.sakeraviation.com under the “Investor Relations” tab, and then under the “Corporate Governance” sub-tab. We intend to satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K regarding any amendment to, or a waiver from, certain provisions of our Code of Ethics by posting such information on our website under the “Investor Relations” section.

Committees of the Board of Directors

There are three committees of the Board of Directors: the Audit Committee comprised of Ronald J. Ricciardi; the Compensation Committee comprised of Jeffrey B. Mendell, Chairman, and Alvin S. Trenk, of whom Mr. Mendell qualifies as independent under the rules of the Nasdaq Stock Market; and the Nominating Committee comprised of William B. Wachtel, Chairman, Alvin S. Trenk, and Ronald J. Ricciardi.

Section 16(a) of the Exchange Act Beneficial Ownership Reporting Compliance

Based solely on a review of Forms 3 and 4 and amendments thereto, furnished to us during the fiscal year ended December 31, 2014 and Forms 5 and amendments thereto, furnished to us with respect to the fiscal year ended December 31, 2014, each director and officer timely reported all of his transactions during that most recent fiscal year as required by Section 16(a) of the Exchange Act.

Corporate Governance

There have been no changes to the procedures by which our security holders may recommend nominees to its Board of Directors since our Board of Directors set forth such policy in our proxy statement for our Annual Meeting of Stockholders held on November 6, 2013.

Our Board of Directors has determined that no current member of its Audit Committee qualifies as a financial expert, as such term is defined in applicable Commission rules, or as “independent” as that term is defined by the rules of The Nasdaq Stock Market, Inc. (“Nasdaq”).

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the annual and long-term compensation paid by us for services performed on our behalf with respect to the person who served as our President during the fiscal years ended December 31, 2014 or 2013. The person named in the table is the only person who served as our principal executive officer or principal financial officer in fiscal 2013. Alvin S. Trenk, who was named as our Chief Executive Officer effective November 6, 2013, has taken no compensation for either of fiscal years ended 2014 or 2013, except as it relates to his status as a Director of the Company.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)(1)		Bonus ($)		Option Awards ($)(2)		All Other Compensation ($)(3)		Total ($)

Ronald J. Ricciardi, President	2014		150,000		—		—		16,152		166,152
	2013		250,000				—		26,092		276,092

Mr. Ricciardi received a base salary of $150,000 in 2014 and $250,000 in 2013.

Mr. Ricciardi received on October 21, 2010 an option for 300,000 shares at $0.03 per share, the closing price of the common stock on October 20, 2010, which option vested on October 21, 2013 and is exercisable until October 21, 2018.

Mr. Ricciardi receives health insurance coverage estimated at a value of approximately $971 per month in 2014 and approximately $891 in 2013. Mr. Ricciardi received a match to his 401K contributions from us amounting to approximately $4,500 in 2014 and approximately $6,400 in 2013.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2013

Name		Number of Securities Underlying Unexercised Options Exercisable (#)(1)				Option Exercise Price ($)				Option Expiration Date
Ronald J. Ricciardi			300,000				0.03			10/21/2018

1.	As part of his employment agreement, Mr. Ricciardi received on October 21, 2010 an option for 300,000 shares at $0.03 per share, the closing price of the common stock on October 20, 2010, which option vested on October 21, 2013 and is exercisable until October 21, 2018.

2014 DIRECTOR COMPENSATION TABLE

Name	Fees Earned in Cash ($)(1)		Option Awards ($)(2)		Total ($)

Jeffrey B. Mendell		1,000		8,500		9,500

Alvin S. Trenk		1,000		8,500		9,500

William B. Wachtel		1,000		8,500		9,500

Non-employee Directors are each entitled to a fee of $1,000 per board meeting and $750 and $500 per committee meeting for committee chairman and committee members, respectively. Each director is also entitled to reimbursement for expenses incurred in connection with attendance at meetings of the Board of Directors.

Each non-employee director is eligible to be granted an annual option to purchase shares of our common stock. On December 1, 2014, the compensation committee granted each non-employee director an option for their service in 2014. Each option was for 100,000 shares and was priced at $0.085 per share, which was the closing sales price of our common stock on December 1, 2014. The options vest on December 1, 2015 and may be exercised until December 1, 2019.

Employment Agreements

We do not have any current employment agreements.

Additional Narrative Disclosure

We do not offer a defined benefit retirement or pension plan. Our 401k Plan (the “401K Plan”) covers all of our employees. The 401K Plan contains an option for us to match each participant's contribution. Any contributions by us vest over a five-year period on a 20% per year basis. In January 2011, we set our match of participant contributions at a rate of 50% of the first 6% of participant deferrals. Our contributions to the 401K Plan totaled approximately $45,000 and $46,000 for the years ended December 31, 2014 and 2013, respectively.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial Owners

The following table presents certain information as of March 31, 2015 regarding the beneficial ownership of our common stock by:

each of our current executive officer and directors; and

all of our current directors and executive officer as a group; and

each other person or entity known by us to own beneficially 5% or more of our issued and outstanding common stock;

	Number of Shares			Percentage of
	of Common Stock			Common Stock
Name of Beneficial Owner	Beneficially Owned			Beneficially Owned (1)

William B. Wachtel (2)		5,846,907	(3)		17.3	%

Ronald J. Ricciardi (4)		1,343,575	(5)		4.0	%

Alvin S. Trenk (6)		1,197,944	(7)		3.6	%

Jeffrey B. Mendell (8)		535,293	(7)		1.6	%

All directors and officers as a group (5 in number)		8,923,719			25.7	%

ACM Value Opportunities Fund I, LP		3,000,000	(8)		9.1	%

(1)

The percentages computed in the table are based upon 33,107,610 shares of our common stock, which were outstanding on March 31, 2015. Effect is given, pursuant to Rule 13-d(1)(i) under the Exchange Act, to shares of our common stock issuable upon the exercise of options or warrants currently exercisable or exercisable within 60 days of March 31, 2015.

(2)

William B. Wachtel is our Chairman of the Board and a director. Mr. Wachtel’s address is 20 South Street, Pier 6 East River, New York, New York 10004.

(3)

The shares of our common stock reported in the table include: (a) 25,000 shares issuable upon the exercise of an option expiring December 1, 2015, which option is currently exercisable; (b) 100,000 shares issuable upon the exercise of an option expiring December 1, 2016, which option is currently exercisable; (c) 100,000 shares issuable upon the exercise of an option expiring December 1, 2017, which option is currently exercisable; and (f) 350,000 issuable upon the exercise of a warrant expiring August 27, 2016, which is currently exercisable. The shares of our common stock reported in the table do not reflect (x) 100,000 shares issuable upon the exercise of an option granted on December 1, 2014, which shall become exercisable on December 1, 2015; and (y) 333,400 shares of our common stock acquired by Wachtel Missry, LLP, which provided certain legal services for us in connection with the private placement which we closed on September 1, 2006. Mr. Wachtel is a managing partner of such firm, but does not have sole dispositive or voting power with respect to such firm’s securities.

(4)

Ronald J. Ricciardi is our President and a director. Mr. Ricciardi’s address is 20 South Street, Pier 6 East River, New York, New York 10004.

(5)

The shares of our common stock reported in the table include 300,000 shares issuable upon the exercise of an option expiring October 21, 2018, which is currently exercisable.

(6)

Alvin S. Trenk is our Chief Executive Officer and a Director. Mr. Trenk’s address is 20 South Street, Pier 6 East River, New York, New York 10004.

(7)

The shares of our common stock reported in the table include: (a) 25,000 shares issuable upon the exercise of an option expiring December 1, 2015, which is currently exercisable; (b) 100,000 shares issuable upon the exercise of an option expiring December 1, 2016, which option is currently exercisable; (c) 100,000 shares issuable upon the exercise of an option expiring December 1, 2017, which option is currently exercisable; and (d) 100,000 shares issuable upon the exercise of an option expiring December 1, 2018, which option is currently exercisable. The shares of our common stock reported in the table do not reflect 100,000 shares issuable upon the exercise of an option granted on December 1, 2014, which shall become exercisable on December 1, 2015.

(8)

This information is based on a Schedule 13D filed with the SEC on February 9, 2015. The reporting person is ACM Value Opportunities Fund I, LP, a Delaware limited partnership (the “Fund”), with respect to the shares of Common Stock directly owned by it; (ii) ACM Value Opportunities Fund I GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Fund, with respect to the shares of Common Stock directly owned by the Fund, (iii) Arvice Capital Management, LLC, a Delaware limited liability company (the “Manager”), as manager of the Fund, with respect to the shares of Common Stock directly owned by the Fund; and (iv) Mr. Marc Chodock (“Mr. Chodock”), as managing member of the Manager, with respect to the shares of Common Stock directly owed by the Fund. The business address of each of the Reporting Persons is 110 East 25th St., 3rd Floor, New York, New York 10011.

Securities Authorized for Issuance under Equity Compensation Plans

The following table set forth certain information, as of December 31, 2014, with respect to securities authorized for issuance under equity compensation plans. The only security being so offered is our common stock.

	Number of Securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		2,250,000	$	0.070		5,600,000

Equity compensation plans not approved by security holders		—	$	—		—
Total		2,250,000	$	0.070		5,600,000

We received stockholder approval on December 12, 2006 for the Saker Aviation Services, Inc. Stock Option Plan of 2005 which relates to 7,500,000 shares of our common stock.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

Our Board of Directors adopted a Policy and Procedure Governing Related Party Transactions on April 26, 2007, which policy delegates certain functions related to the review and approval of related party transactions to the audit committee and the compensation committee.

Director Independence

Our Board of Directors made the determination of director independence in accordance with the definition set forth in the Nasdaq rules. Under such definition, Jeffrey B. Mendell qualifies as independent.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. The aggregate fees billed for professional services rendered by the principal accountant were approximately $94,000 and $85,000 by Kronick Kalada Berdy & Co. for 2014 and 2013, respectively, for the audits of our annual financial statements for the fiscal years ended December 31, 2014 and 2013, and the reviews of the financial statements included in the Company’s Forms 10-Qs for those fiscal years.

Audit-Related Fees. The aggregate fees billed for professional services categorized as Audit-Related Fees rendered by the principal accountant were $0 for the fiscal years ended December 31, 2014 and 2013.

Tax Fees. For the years ended December 31, 2014 and 2013, the aggregate fees billed by a firm other than the principal accountant for services categorized as Tax Fees were $19,000 and $15,000, respectively.

All Other Fees. The aggregate fees billed for services categorized as All Other Fees rendered by the principal accountant were $9,900 and $0 for the fiscal years ended December 31, 2014 and 2013, respectively.

Audit Committee Policies and Procedures. The audit committee must pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accountants, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which nonetheless must be approved by our audit committee Board of Directors prior to the completion of the audit. Each year the audit committee approves the engagement of our independent registered public accountant to audit our financial statements, including the associated fee, before the filing of the previous year’s Annual Report on Form 10-K. At the beginning of the fiscal year, the audit committee will evaluate other known potential engagements of the independent registered public accountants, including the scope of work proposed to be performed and the proposed fees, and approve or reject each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent registered public accountant’s independence from management. At each such subsequent meeting, the registered public accountants and management may present subsequent services for approval. Typically, these would be services such as due diligence for an acquisition, that would not have been known at the beginning of the year.

Since December 17, 2009 when our Board of Directors initially authorized the engagement of Kronick Kalada Berdy & Co., pursuant to the Commission rules stating that an auditor is not independent of an audit client if the services it provides to the client are not appropriately approved, each subsequent engagement of Kronick Kalada Berdy & Co, has been approved in advance by the audit committee of the Board of Directors, and none of these engagements made use of the de minimus exception to the pre-approval contained in Section 10A(i)(1)(B) of the Exchange Act.

Part VI

ITEM

15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

Financial Statements

The consolidated financial statements of Saker Aviation Services, Inc. and subsidiaries as of December 31, 2014 and 2013 and for each of the years then ended, and the Report of Independent Registered Public Accounting Firm thereon, are included herein as shown in the “Table of Contents to Consolidated Financial Statements.”

(b)

Financial Statement Schedules

None.

(c)

Exhibits

Exhibit No.		Description of Exhibit

3 (i) (2)		Certificate of Designations. (1)

3 (i) (3)		Articles of Merger (Changing name to Saker Aviation Services, Inc.) (Exhibit 3.1) (3)

3 (i)		Restated Articles of Incorporation.(2)

3(ii)		Bylaws of Saker Aviation Services, Inc. (3) (Exhibit 3.2)

31.1		Certification pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act (principal executive and financial officer). (4)

31.2		Certification pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act (principal executive and financial officer). (4)

32.1		Certification pursuant to Section 1350 Certification of Sarbanes-Oxley Act of 2002. (4)

10.1		Stock Option Plan of 2005. (1)

** 101.INS		XBRL Instance Document

** 101.SCH		XBRL Taxonomy Extension Schema Document

** 101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

** 101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

** 101.LAB		XBRL Taxonomy Extension Label Linkbase Document

** 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Footnotes:

(1) Incorporated by reference from Exhibit 3.1(a) to the Company’s Annual Report on Form 10-KSB filed on March 29, 2005.

(2) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 18, 2006.

(3) Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 1, 2009.

(4) Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Saker Aviation Services, Inc.

Date: March 31, 2015	By:	/s/ Ronald J. Ricciardi
		Ronald J. Ricciardi
		President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

	Chairman of the Board,
/s/ William B. Wachtel	Director	March 31, 2015
William B. Wachtel

/s/ Alvin S. Trenk	Chief Executive Officer, Director	March 31, 2015
Alvin S. Trenk

/s/ Ronald J. Ricciardi	Director, President	March 31, 2015
Ronald J. Ricciardi

/s/ Jeffrey B. Mendell	Director	March 31, 2015
Jeffrey B. Mendell

Saker Aviation Services, Inc. Form 10-K for the Year Ended December 31, 2014

Exhibits Filed with this Annual Report on Form 10-K:

INDEX

Exhibit No.		Description of Exhibit
31.1		Officer's Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act.
31.2		Officer's Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act.
32.1		Certifications Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

EXHIBIT 31.1

Certification of President (principal financial officer)

Pursuant To Rule 13a-14(a)/15d-14(a)

I, Ronald J. Ricciardi, certify that:

1. I have reviewed this Annual Report on Form 10-K of Saker Aviation Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 31, 2015

By: /s/ Ronald J. Ricciardi
Ronald J. Ricciardi
President (principal financial officer)

EXHIBIT 31.2

Certification of President (principal executive officer)

Pursuant To Rule 13a-14(a)/15d-14(a)

I, Alvin S. Trenk, certify that:

1. I have reviewed this Annual Report on Form 10-K of Saker Aviation Services, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 31, 2015

By: /s/ Alvin S. Trenk
Alvin S. Trenk
President (principal executive officer)

EXHIBIT 32.1

Section 1350 Certification

Pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), each of the undersigned (the principal executive officer and principal financial officer) of Saker Aviation Services, Inc. do hereby certify that:

The Annual Report on Form 10-K for the year ended December 31, 2014 (the “Report”) of Saker Aviation Services, Inc. fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of Saker Aviation Services, Inc.

Date: March 31, 2015

By:

/s/ Ronald J. Ricciardi

Ronald J. Ricciardi

President

(principal financial officer)

Date: March 31, 2015

By:

/s/ Alvin S. Trenk

Alvin S. Trenk

Chief Executive Officer

(principal executive officer)

A signed original of this written statement required by Section 906 has been provided to Saker Aviation Services, Inc. and will be retained by Saker Aviation Services, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

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