UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

Mark One
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly Period ended June 30, 2013
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

BALTIA AIR LINES, INC.

(Exact name of Registrant as specified in its charter)

NEW YORK
(State of Incorporation) 		11-2989648
(IRS Employer Identification No.)
JFK International Airport,
Building 151, Jamaica, NY 11430
(Address of principal executive offices)

(718) 244 8880
(Registrant's telephone number, including area code)
Title of each class
-None- 		Name of each Exchange on which registered
-None-
Securities Registered pursuant to Section 12(g) of the Exchange Act:
Common Stock,
(Title of Class) 		$.0001 Par Value
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] - - No [X]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [   ] - - No [X]
Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] - - No [  ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [X] - - No [  ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [   ]
Non-accelerated filer [   ] 		Accelerated filer [  ]
Smaller reporting company  [X]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934).  Yes [ ]   No [X]
  The number of shares of the registrant's common stock outstanding as of August 20, 2013 was 2,999,180,654

INDEX

Part I - Financial Information Page
Item 1 –Financial Statements: 3
Balance Sheet – June 30, 2013 3
Statement of Operations – Six Months Ended June 30, 2013 4
Statement of Shareholder Equity 5
Statement of Cash Flows – Six Months Ended June 30, 2013 6
Notes to Financial Statements 7 - 8
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 8
Item 3 – Quantitative and Qualitative Disclosures about Market Risk 14
Item 4T – Controls and Procedures 14
Part II - Other Information 15
Item 1 – Legal Proceedings 15
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3 Default Upon Senior Securities. 15
Item 4 - Mine Safety Disclosures. 15
Item 5 – Other Information 15
Item 6 – Exhibits Signatures and Certifications 15-17
Exhibit 101 – XBRL Files

2

Part I - Financial Information

Item 1 – Financial Statements:

Baltia Air Lines, Inc.
BALANCE SHEETS
(A Development Stage Company)

June 30,
2013 		December 31,
2012
ASSETS
Current assets
   Cash $           - $  12,326
     Total current assets - 12,326
Property and equipment, net 1,838,994 1,807,456
Other assets:
    Security deposit and other 317,293 317,293
        Total assets $  2,156,287 $  2,137,075
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Accounts payable $  563,178 $  587,763
   Bank Overdraft    19,148    -
   Accrued interest 269,017 215,625
     Total current liabilities 851,343 803,388
Long-term debt, net of discount 1,186,500 1,186,500
       Total liabilities 2,037,843 1,989,888
Commitments and contingencies
Stockholders' equity
  Preferred stock, $0.01 par value; 2,000,000 shares
    authorized, 66,500 issued and outstanding 		665 665
  Common stock, $.0001 par value; 2,850,000,000
    shares authorized, 2,696,620,017 and 2,318,550,746
     issued and outstanding at June 30, 2013 and
     December 31, 2012, respectively 		269,662 231,856
  Additional paid-in capital 91,828,475 88,186,977
   Deficit accumulated during development stage (91,980,358) (88,272,311)
     Total stockholders' equity 118,444 147,187
       Total liabilities and stockholders' equity $  2,156,287 $  2,137,075
The accompanying footnotes are an integral part of these financial statements.

3

Baltia Air Lines, Inc.
STATEMENTS OF OPERATIONS
(A Development Stage Company)

Three Months ended Six Months ended From
Inception to
June 30, June 30, June 30, June 30, June 30,
2013 2012 2013 2012 2013
Revenue $        - $        - $        - $        - $        -
Costs and Expenses
     General and administrative 1,025,160 6,041,706 3,310,663 7,681,203 86,371,061
     FAA certification costs 144,995 99,977 335,512 187,117 3,672,238
     Training - - - - 225,637
     Depreciation 4,359 5,000 8,480 10,000 382,542
     Other - - - - 568,245
     Interest 26,696 57,436 53,392 114,872 1,640,872
     Loss on sale of assets - - - 1,607,183 1,607,183 -
         Total costs and expenses 1,201,210 6,204,119 3,708,047 9,600,375 94,467,778
Net loss before income taxes (1,201,210) (6,204,119) (3,708,047) (9,600,375) (94,467,778)
Provision for income taxes - - - - 19,418
Net loss $    (1,201,210) $    (6,204,119) $    (3,708,047) $    (9,600,375) $    (94,487,196)



Net loss per weighted share,
     basic and fully diluted 		$            (0.00) $            (0.00) $            (0.00) $            (0.00)



Weighted average number of common
     shares outstanding, basic and fully diluted 		2,696,620,017 2,027,130,171 2,696,620,017 1,956,620,017



The accompanying footnotes are an integral part of these financial statements.

4

Baltia Air Lines, Inc.
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(A Development Stage Company)

 
 
               
    Preferred Stock   Common Stock   Additional
Paid-in 		  Deficit Accumulated During Development    
    Shares   Amount   Shares   Amount   Capital     Stage    Total
Balance, December 31, 2008 66,500   $ 665   355,767,159   $ 35,577   $ 18,716,994   $ (18,002,863)   $ 750,375  
  Exercise of warrants and options         32,000,000   3,200           3,200  
  Shares issued and issuable for cash     154,034,244   15,403   3,686,497       3,701,900  
  Shares issued for services         200,778,636   20,078   9,430,413       9,450,491  
  Options issued for services               243,787       243,787  
  Stock issued to purchase airplane         1,000,000   100   24,900       25,000  
  Net loss                     (12,175,550)   (12,175,550)  
Balance, December 31, 2009 66,500   665   743,580,039   74,358   32,102,591   (30,178,413)   1,999,201  
  Stock issued and issuable for cash         115,776,464   11,578   4,365,876       4,377,454  
  Stock issued for services         252,658,491   25,266   14,984,584       15,009,850  
  Fair value of options issued as loan incentive                 92,745       92,745  
  Stock issued as loan incentive         6,800,000   680   201,552       202,232  
  Net loss                     (19,394,527)   (19,394,527)  
Balance, December 31, 2010 66,500   665   1,118,814,994   111,881   51,747,348   (49,572,940)   2,286,954  
  Stock issued and issuable for cash         241,369,947   24,137   7,783,105       7,807,242  
  Stock issued for services         357,846,441   35,786   17,403,106       17,438,892  
  Net loss                     (25,075,498)   (25,075,498)  
Balance, December 31, 2011 66,500   665   1,718,031,382   171,804   76,933,559   (74,648,438)   2,457,590  
  Stock issued and issuable for cash         271,270,882   27,127   3,599,755       3,626,882  
  Stock issued for services         329,248,482   32,925   7,653,663       7,686,588  
  Net loss               (13,623,873)   (13,623,873)
Balance, December 31, 2012 66,500   665   2,318,550,746   231,856   88,186,977   (88,272,311)   147,187
Stock issued and issuable for cash         306,824,771   30,682   2,120,332       2,151,014  
  Stock issued for services         71,244,500   7,124   1,521,166       1,528,290  
  Net loss                 (3,708,047)   (3,708,047)  
Balance, June 30, 2013 66,500   $ 665 2,696,620,017   $ 269,662   $ 91,828,475   $ (91,980,358) $ 118,444
                               

5

Baltia Air Lines, Inc.
STATEMENT OF CASH FLOWS
(A Development Stage Company)

Six Months ended June 30, From
Inception to
June 30,
2013 2012 2013
Cash flows from operations
     Net loss $    (3,708,047) $    ( 9,600,375) $    (94,487,196)
Adjustment to reconcile deficit accumulated during
    development stage to cash used in operating activities:
     Depreciation and amortization 4,359 10,000 378,421
     Amortization of loan discount - 63,122 294,977
     Stock based compensation 1,528,290 5,246,049 60,095,122
     Loss on sale of assets - 1,751,347 1,607,183
     Changes in operating assets and liabilities:
         Prepaid expenses - - 400,301
         Accounts payable and accrued expenses (22,950) (8,249) 3,852,760
         Net cash used in operating activities (2,198,348) (2,538,106) (27,858,432)
Cash flows from investing activities
Purchase of equipment (5,000) - (3,869,646)
Proceeds from sale of assets - - 144,164
Security deposits - - (317,293)
         Net cash provided by(used in) investing activities (5,000) - (4,042,775)
Cash flows from financing activities
     Proceeds from issuance of common stock 2,171,874 2,526,431 30,287,540
Cash overdraft 19,148 - 19,148
     Proceeds from issuance of preferred stock - - 2,753
     Loans from related parties - - 1,351,573
     Repayment of related party loans - - (368,890)
     Principal payments on long-term debt - - 1,109,183
     Acquisition of treasury stock - - (500,100)
         Net cash provided by financing activities 2,191,022 2,526,431 31,901,207
     Net increase (decrease) in cash (12,326) (11,675) -
     Cash, beginning of period 12,326 57,390 -
     Cash, end of period $                         - $                         45,715 $                         -
Supplemental cash flow disclosures:
     Cash paid during the year for interest $                           - $                                   -
The accompanying footnotes are an integral part of these financial statements.

6

Baltia Air Lines, Inc.
(A Development Stage Company)

NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

Period ending June 30, 2013

1. Basis of Presentation

The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2012 Annual Report on Form 10-K and should be read in conjunction with the notes to financial statements which appear in that report.

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed 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 resources. Actual results may differ from these estimates under different assumptions or conditions.

In the opinion of management, the information furnished in this Form 10-Q reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three and six month periods ended June 30 , 2013 and 2012. All such adjustments are of a normal recurring nature. The Financial Statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include some information and notes necessary to conform to annual reporting requirements

The financial statements have been presented in a “development stage” format. Since inception, our primary activities have been raising of capital, obtaining financing and obtaining route authority and approval from the U.S. Department of Transportation. We have not commenced our principal revenue producing activities. There is no assurance the Company will commence operation in the future or that those operations will be profitable.

2. Earnings/Loss Per Share

Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share assumes that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. At June 30, 2013, there are no outstanding common stock equivalents.

3. Stockholders' Equity

            Stock Issued for Services

During the six months ended June 30, 2013, we issued 71,244,500 shares of our common stock in exchange for services. The shares were valued at $ 1,528,290, approximately $0.02 per share and reflected the share market value at the time of issuance. The shares are not registered and are subject to restrictions as to transferability.

            Stock Issued for Cash

During the six months ended June 30, 2013, we issued 309,824,771 shares of our common stock in exchange for cash. The shares sold for cash were subscribed at $2,171,874, approximately $0.01 weighted average per share..

4. Notes Payable

On March 31, 2013 the note payable to Eastern Construction & Electric, Inc. was modified as to the repayment of the note. The repayment was modified to read "Company will repay the principal amount of $1,150,000 to lender on or before the second anniversary of the date upon which the company commences its revenue flight operations. The Company will pay accrued interest to date on or before the first anniversary of the date upon which the Company commences its revenue flight operations." All other terms of the agreement remain the same.

ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion includes certain forward-looking statements within the meaning of the safe harbor protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that include words such as "believe," "expect," "should," intend," "may," "anticipate," "likely," "contingent," "could," "may," or other future-oriented statements, are forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our business plans, strategies and objectives, and, in particular, statements referring to our expectations regarding our ability to continue as a going concern, generate increased market awareness of, and demand for, our service, realize profitability and positive cash flow, and timely obtain required financing. These forward-looking statements involve risks and uncertainties that could cause actual results to differ from anticipated results. The forward-looking statements are based on our current expectations and what we believe are reasonable assumptions given our knowledge of the markets; however, our actual performance, results and achievements could differ materially from those expressed in, or implied by, these forward-looking statements.

OVERVIEW

Baltia Air Lines, Inc. the “Company” or “Baltia” or “Baltia Air Lines”) is the only Part 121 (heavy jet operator) start-up airline in the United States today that has received Government fitness approval. The Company is currently in the second phase of the FAA Air Carrier Certification. The Company is a New York State corporation, organized in the State of New York on August 24, 1989.

On December 19, 2008, the U.S. Department of Transportation (DOT) issued its Order to Show Cause, finding that the Company is fit, willing and able to engage in international air transport of persons, property and mail. The Company was awarded the non-stop route from JFK to St. Petersburg Russia. Baltia was also authorized for worldwide charter services.

On August 18, 2009, the Company purchased Boeing 747 aircraft (N705BL). In 2010 the Company purchased a second Boeing 747 aircraft (N706BL). The Company leased engines on a power-by-the-hour basis, which are installed on the aircraft. On January 11, 2012 the Company sold Boeing 747 aircraft (N705BL).

In the third quarter of 2012, the Company opened an office in Ypsilanti, Michigan. This location will serve as the Company’s operations control center. Also, at this location, an aircraft maintenance contractor will complete major aircraft maintenance on a contract basis.

The Company currently carries $100,000,000 aircraft liability insurance, and has placed $10 million airline liability insurance through Aviation Risk Management Associates meeting the regulatory requirement in preparation for the commencement of revenue operations.

Following the commencement of service on the JFK-St. Petersburg route, the Company’s objective is to develop its route network to Russia, Latvia, Ukraine, and Belarus.

We intend to provide full service, i.e. passenger, cargo and mail, and will not be dependent upon one or a few major customers. The Company has two registered trademarks "BALTIA" and "VOYAGER CLASS" and five trademarks are subject to registration.

There is currently no non-stop service from JFK to St. Petersburg. Connecting service is provided mainly by foreign carriers. Finnair, Lufthansa and SAS are the leading competitors in the US-Russia market. KLM, British Airways, Air France, Austrian Airlines, and Swissair also provide service. However, foreign carriers are required to have intermediate stops at transit airports in their respective countries (Helsinki, Frankfurt, Stockholm, Copenhagen, etc.) because they are “third nation” airlines and as such cannot fly directly between the US and Russia (only a US airline as well as a reciprocating Russian airline is eligible to fly nonstop). Delta and two Russian airlines, Aeroflot and Transaero, currently operate between JFK and Moscow. With the exception of the JFK-Moscow route, there is no other non-stop competitive air transportation service on the routes for which the Company intends to apply.

The Company’s objective is to establish itself as the leading non-stop carrier in the market niche over the North Atlantic with operations that are profitable and growing over time. In order to accomplish this objective, we intend to establish and maintain high quality service standards which we believe will be competitive with the European airlines currently providing connecting flights. The Company does not expect to be in direct competition with deep discount airlines, including several East European airlines and the offspring of the former Soviet airline Aeroflot, which provide connecting flights.

The Company intends to provide First, Business, and Voyager Class accommodations. The Company’s passenger market strategy is tailored to particular preferences of the various segments of its customer base, with marketing attention particularly focused on American business travelers with interests in Russia who require high quality, non-stop service from the United States to Russia.

The Company’s initial marketing strategy is based on existing agencies specializing in the market, selected travel and business publications, supplemented by direct mailings to corporate travel planners, and individual American businesses that are currently involved in Russia. Soon after the inauguration of flight service, the Company plans to implement its frequent flyer program. As the marketing matures, the Company plans to advertise to the general public throughout the US, and in Russia. The Company also plans to sponsor selected industry and trade events in the US and in St. Petersburg.

The Company intends to provide customer service and reservations centers in New York and in St. Petersburg, to list the Company's schedules and tariffs in the Official Airline Guide, and provide world-wide access to reservations on the Company’s flights through a major Computer Reservations and Ticketing System (“CRS”).

The Company intends to activate its reservations service when the DOT issues its order authorizing the Company to sell tickets.

The Company has identified the following market segments in the U.S.-Russia market: (i) Business Travelers, (ii) General Tourism, (iii) Ethnic Travelers, (iv) Special Interest Groups, (v) Professional Exchanges, and (vi) Government and Diplomatic Travel.

The Company believes that the direct non-stop service to be offered by it will be superior to the stop-over service currently offered by foreign airlines. A comparison between the two services with respect to passenger convenience and cargo transport efficiency is set forth below.

BALTIA - US flag, non-stop service: With non-stop service, a passenger can fly from JFK to St. Petersburg in about 8 hours in a Boeing B747 wide body airplane. Cargo arrives containerized, palletized, and secure.

Foreign, stop-over journeys: With stop-over service, it would take a passenger 10 to 18 hours to fly through Helsinki, Copenhagen, Moscow, or Frankfurt on a foreign carrier. In addition, passengers must change to narrow-body aircraft at a layover airport. Cargo is “broken up” and manually loaded onto narrow-body aircraft, or trucked from Helsinki.

The Company plans to operate efficiently and provide consistent high quality service to passengers and cargo shippers alike in order to establish the Company as the preferred airline in the market. The Company also plans to use targeted marketing of its service to maintain and grow its market share.

Because of the increased reliability and comfort of a non-stop flight, the Company expects to capture a portion of the existing traffic.

With the Boeing 747 true wide-body aircraft, the Company intends to provide cargo service from JFK to St. Petersburg, offering containers, pallets, and block space arrangements. The Company expects to carry contract cargo for express shippers. The Company also plans to market its own “Baltia Courier”, “Baltia Express”, and “Baltia Priority” express service for letters and packages. The Company also expects revenues from diplomatic mail and cargo, under the Fly America Act.

The Company has passenger service and ground service arrangements at JFK and at Pulkovo II Airport in St. Petersburg. As a US carrier flying into a foreign country, the Company will be eligible to the same degree of priority that a foreign carrier receives when arriving in the US.

The Company intends to start the JFK-St. Petersburg service with one round-trip flight per week, increase frequency to three round trips and then to five round trips per week.

The Company plans to build operating modules and apply them in developing new markets. Once established, the Company plans to duplicate its JFK-St. Petersburg standards on flights on other transatlantic routes.

Additional revenues from charter flying: In conjunction with its Part 121 air carrier certification (“Part 121”), (referring to a “Federal Aviation Regulations” number, is an industry acronym used to describe a US airline operating heavy jet aircraft) for scheduled service, the Company intends to seek certification for worldwide charter service. Following certification, the Company plans to utilize aircraft time available between scheduled service, to earn additional revenues from charters. We are also considering qualifying our aircraft for military contracts.

In order to start revenue generating flight operations, the Company has to complete FAA Air Carrier Certification. During the past two and half years, the Company has been participating in air carrier certification.

The Company will carry airline liability insurance as required for a US airline by DOT regulation.

As of June 30, 2013, the Company had a staff of thirty which includes professionals who have extensive major US airline experience in aircraft maintenance, airline operations, airline regulatory compliance, reservation, information technology, passenger service and administration.

CRITICAL ACCOUNTING POLICIES

There have been no material changes to the Company’s critical accounting policies and estimates as compared to the critical accounting policies and estimates and described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and filed on April 16, 2013, which we believe are the most critical to aid you in fully understanding and evaluating our reported financial results and the effect of the more significant judgments and estimates that we use in the preparation of our financial statements.

RESULTS OF OPERATIONS

We had no revenues during the six months ended June 30, 2013 because we do cannot commence revenue flights until we complete the FAA certification, and cannot sell tickets until such time.

For the three month periods ended June 30, 2013 and 2012, we reported general and administrative expenses of $1,025,160 and $6,041,706, respectively, a decrease of $5,016,546, or 83%. This decrease is primarily attributable to a $4,712,013 decrease in stock-based compensation expense. We reported a net loss of $1,201,210 and $6,204,119, for the three months ended June 30, 2013 and 2012, respectively, a decrease of $5,002,909, or 81%. This decrease is primarily attributable to the $5,016,546 decrease in general and administrative expenses and a $30,740 decrease in interest expense, partially offset by a $45,018 increase FAA certification cost.

For the six month periods ended June 30, 2013 and 2012, we reported general and administrative expenses $3,310,663 and $7,681,203, respectively, a decreased $4,370,540, or 57%. This decrease is primarily attributable to a decrease of $3,717,759 in stock-based compensation. We reported a net loss of $3,708,047 and $9,600,375, for the six months ended June 30, 2013 and 2012, respectively, a decrease of $5,892,328, or 61%. This decrease is primarily attributable to the $4,370,540 decrease in general and administrative expenses, a $61,480 decrease in interest expense, and a $1,607,183 decrease in loss in sale of assets, partially offset by a $148,395 increase FAA certification cost.

LIQUIDITY AND CAPITAL RESOURCES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred a deficit during its development stage of approximately $92 million and consumed approximately $28 million of cash due to its operating activities. The Company may not have adequate readily available resources to fund operations through December 31, 2013. This raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Since our inception, we have incurred substantial operating and net losses, as well as negative operating cash flows. As of June 30, 2013, our working capital deficit was $851,343 and our stockholders' equity was $118,444. Our stockholders' equity decreased by $28,743 from $147,187 on December 31, 2012.

Our operating activities utilized $2,198,348 in cash during the six months ended June 30, 2013, a decrease of $339,758 from the $2,538,106 in cash utilized during the six months ended June 30, 2012.

Our financing activities, from issuance of common stock, provided $2,171,874 and $2,526,431 in cash during the six months ended June 30, 2013 and 2012, respectively. Our unrestricted cash decreased to $0 as of June 30, 2013, as compared to $45,715 as of June 30, 2012.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

None

Item 4T. Controls and Procedures.

Our Chief Executive Officer and Chief Financial Officer, based on evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of June 30, 2013, have concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Our Chief Executive Officer and Chief Financial Officer also concluded that, as of June 30, 2013 our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company currently is not involved in any material legal proceedings as defined in 17 CFR 229.103 (Item 103) Regulation S-K

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the six months ended June 30, 2013 we issued 309,824,771 shares of our common stock in exchange for cash. The shares were valued at $0.01 per share and reflected the share market value at the time of issuance. The shares are not registered and are subject to restrictions as to transferability.

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

Item 3. Default Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information.

None.

Item 6. Exhibits.

EXHIBITS

3.1.1 Certificate of Incorporation (as amended) of Baltia Air Lines, Inc.   Incorporated by reference to Exhibit 3.1.1 to Baltia Air Lines Inc.'s reported on Form 10-K, for the year ended December 31, 2012, as filed April 16, 2013

3.1.2 Certificate of Incorporation amendment of Baltia Air Lines, Inc. (as amended and filed on June 24, 2011)   Incorporated by reference to Exhibit 3.1.2 to Baltia Air Lines Inc.'s reported on Form 10-K, for the year ended December 31, 2012, as filed April 16, 2013

3.1.3 Certificate of Incorporation amendment of Baltia Air Lines, Inc. (as amended and filed on May 24, 2012)   Incorporated by reference to Exhibit 3.1.3 to Baltia Air Lines Inc.'s reported on Form 10-K, for the year ended December 31, 2012, as filed April 16, 2013

3.1.4 Certificate of Incorporation amendment of Baltia Air Lines, Inc. (as amended and filed on December 27, 2012).   Incorporated by reference to Exhibit 3.1.4 to Baltia Air Lines Inc.'s reported on Form 10-K, for the year ended December 31, 2012, as filed April 16, 2013

3.1.5 Certificate of Incorporation amendment of Baltia Air Lines, Inc. (as amended and filed on July 29, 2013).

3.2 Bylaws of Baltia Air Lines, Inc. (amended and ratified November 7, 2011)  Incorporated by reference to Exhibit 3.2.2 to Baltia Air Lines Inc.'s reported on Form 10-K, 21 Dec 2011 from the year ended December 31, 2010 .

10. MATERIAL CONTRACTS

10.1. - Fuel supply Agreement between Joint Stock Company “SOVEX” and Baltia Air Lines, Inc. of January 1, 2012 with confidential portion omitted and filed separately with the Commission pursuant to a request for confidential treatment.  Incorporated by reference to Exhibit 10.1 to Company’s 10-Q for 1 st quarter 2012 as filed May 15, 2012 .

10.2 - Letter evidencing agreement that engines identified in Exhibit 10.3 below may be removed from N705BL and installed on N706BL.  Incorporated by reference to Exhibit 10.5 to Company’s 10-K/A for year 2010 as filed December 21, 2011 .

 10.3 - Product and Services Agreements between Navtech Systems Support Inc. and Baltia Airt Lines, Inc. Dated January 15, 2010 with confidential portion omitted and filed separately with the Commission pursuant to a request for confidential treatment.  Incorporated by reference to Exhibit 10.7 to Company’s 10-K/A for year 2010 as filed December 21, 2011 .

10.4 - Ground Handling Agreement at Pulkovo Airport between ZAO Cargo Terminal Pulkovo and Baltia Air Lines, Inc. effective June 1, 2011, with amendment validating contract through June 1, 2014, with confidential portion omitted and filed separately with the Commission pursuant to a request for confidential treatment of April 15, 2013. Original agreement  incorporated by reference to Exhibit 10.9.2 to Company’s 10-K/A for year 2010 as corrected and filed March 2, 2012 .

10.5 - Ground Handling Agreement at Pulkovo Airport between ZAO Cargo Terminal Pulkovo and Baltia Air Lines, Inc. effective June 1, 2012   Incorporated by reference to Exhibit 10.5 to Company’s 10-K/A for 3 fiscal year 2012, corrected and filed July 16, 2013 .

10.6 - First Amendment to Product and Services Agreements between Navtech Systems Support Inc. and Baltia Air Lines, Inc. dated January 15, 2010.  Incorporated by reference to Exhibit 10.10 to Company’s 10-Q/A for 3 3rd quarter 2011, corrected and filed March 29, 2012 .

10.7 Aircraft Bill of Sale for Boeing 747 aircraft N705BL.  Incorporated by reference to Exhibit 10.9 to Company’s 10-Q for 1 st quarter 2012 as filed May 15, 2012 .

10.8 JLT Certificate of Insurance BA-12-009 – Hull and Liability  Incorporated by reference to Exhibit 10.10 to Company’s 10-Q for 1 st quarter 2012 as filed May 15, 2012 .

10.9 JLT Insurance Binder – Hull, Spares and Liability.  Incorporated by reference to Exhibit 10.11 to Company’s 10-Q for 1 st quarter 2012 as filed May 15, 2012 .

10.10 JLT Insurance Binder – Airline Hull War and Allied Perils.  Incorporated by reference to Exhibit 10.12 to Company’s 10-Q for 1 st quarter 2012 as filed May 15, 2012 .

10.11 JLT Insurance Binder – Aviation Hull Deductible.  Incorporated by reference to Exhibit 10.13 to Company’s 10-Q for 1st quarter 2012 as filed May 15, 2012 .

10.12 John F. Kennedy Airport - Terminal 4, Lease Agreement between JFK International Air Terminal, LLC and Baltia Air Lines, dated November 17, 2008, effective until terminated by either party. Incorporated by reference to Exhibit 10.12 to Baltia Air Lines Inc.'s report on Form 10-K for the year ended December 31, 2012.

10.13 JFK Airport Building 151 Lease Agreement, between Japan Airlines Management Corp. and Baltia Air Lines, effective on September 1, 2011, valid through November 30, 2015. Incorporated by reference to Exhibit 10.13 to Baltia Air Lines Inc.'s report on Form 10-K for the year ended December 31, 2012 as filed April 16, 2013.

10.14 Willow Run Airport facility lease between Wayne County Airport Authority and Baltia Air Lines, effective from November 1, 2012 until April 30, 2013. Incorporated by reference to Exhibit 10.14 to Baltia Air Lines Inc.'s report on Form 10-K for the year ended December 31, 2012 as filed April 23, 2013.

10.15 Pulkovo Airport facility Lease Agreement between Northern Capital Gateway, LLC and Baltia Air Lines, effective from April 29, 2010 until terminated by either party. Incorporated by reference to Exhibit 10.2 to Baltia Air Lines’ report on Form 10K for the year ended December 31, 2010 .

10.16 Contract affirmed by Board resolution affirming Agreements between the Company and its officers agreeing not to sell the shares issued to them until the Company receives FAA Certification and commence its revenue flights.  Incorporated by reference to Exhibit 10.16 to Baltia Air Lines Inc.'s report on Form 10-K for the year ended December 31, 2012.

10.17 Insurance Contract entered into between Aviation Risk Management Associates, Inc. and Baltia Air Lines, Inc, effective from January 08, 2013.   Incorporated by reference to Exhibit 10.17 in the Company’s 10-Q for 1 quarter 2013 as filed May 20, 2013

10.18 Certificate if Insurance by Aviation Risk Management Associates, Inc., effective from January 8, 2013.   Incorporated by reference to Exhibit 10.18 in the Company’s 10-Q for 1 quarter 2013 as filed May 20, 2013

10.19 Financing Agreement by Premium Assignment Corporation. Effective as of January 8, 2013.   Incorporated by reference to Exhibit 10.19 in the Company’s 10-Q for 1 quarter 2013 as filed May 20, 2013

31.1 Certification by Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Section 302, provided herewith.

32.1 Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S. C. Section 1350, provided herewith.

 

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.

DATED: August 21, 2013

BALTIA AIR LINES, INC.

/s/ Igor Dmitrowsky
------------------------
Igor Dmitrowsky
Chief Executive Officer and Chief Financial Officer (principal accounting officer)

EXHIBIT 31.1

BALTIA AIR LINES, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Igor Dmitrowsky, the Chief Executive Officer and Chief Financial Officer of Baltia Air Lines, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Baltia Air Lines, 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 small business issuer 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)) 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.

 

/s/ Igor Dmitrowsky Date: August 21, 2013
------------------------
Igor Dmitrowsky
Chief Executive Officer and Chief Financial Officer (principal accounting officer)


                    

EXHIBIT 32.1

BALTIA AIR LINES, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report Baltia Air Lines, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Igor Dmitrowsky, Chief Executive Officer and Chief Financial Officer (principal accounting officer) of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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

/s/ Igor Dmitrowsky Date: August 21, 2013
------------------------ 
Igor Dmitrowsky
Chief Executive Officer and Chief Financial Officer (principal accounting officer)