Quarterly Report (10-q)
May 20 2014 - 12:07PM
Edgar (US Regulatory)
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 March 31, 2014
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
BALTIA AIR LINES, INC.
(Exact name of Registrant as specified in its charter)
NEW YORK
(State of Incorporation)
|
11-2989648
(IRS Employer Identification No.)
|
JFK International Airport,
Building 151, Jamaica, NY
11430
(Address of principal executive offices)
(718) 244 8880
(Registrant's telephone number, including area code)
|
Title of each class
-None-
|
Name of each Exchange on which registered
-None-
|
Securities Registered pursuant to Section 12(g) of the Exchange Act:
|
Common Stock,
(Title of Class)
|
$.0001 Par Value
|
Indicate by check mark if the
Registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes [ ] - - No [X]
|
Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [ ] - - No [X]
|
Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] - - No [ ]
|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes [X] - - No [ ]
|
Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer [ ]
Non-accelerated filer [ ]
|
Accelerated filer [ ]
Smaller reporting company [X]
|
Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act of 1934). Yes [ ] No [X]
|
The number of shares of the registrant's common stock
outstanding as of May 02, 2014
was 3,863,276,232
|
INDEX
Part I - Financial Information
|
Page
|
Item 1 –Financial Statements:
|
3
|
Balance Sheet – March 31, 2014 (Unaudited) and December 31, 2013 (Audited)
|
3
|
Statement of Operations – Three Months Ended March 31, 2014 and 2013 (Unaudited)
|
4
|
Statement of Changes in Stockholders' Equity
|
5
|
Statement of Cash Flows – Three Months Ended March 31, 2014 and 2013 (Unaudited)
|
6
|
Notes to Unaudited Interim 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
|
Part I - Financial Information
Item 1 –Financial Statements:
Part 1 - Financial Statements
Item 1 - Financial Statements
Baltia Air Lines, Inc.
(A Development Stage Company)
|
|
|
|
|
December 31,
2013
|
|
|
|
(Unadudited)
|
|
|
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
529,944
|
|
|
$
|
11,549
|
|
Total current assets
|
|
|
529,944
|
|
|
|
11,549
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
1,818,272
|
|
|
|
1,794,486
|
|
|
|
|
|
|
|
|
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security deposit and other
|
|
|
317,293
|
|
|
|
317,293
|
|
Total assets
|
|
$
|
2,665,509
|
|
|
$
|
2,123,328
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
934,193
|
|
|
$
|
621,208
|
|
Accrued interest
|
|
|
345,000
|
|
|
|
319,125
|
|
Deposits on common stock purchases
|
|
|
836,000
|
|
|
|
-
|
|
Total current liabilities
|
|
|
2,115,193
|
|
|
|
940,333
|
|
|
|
|
|
|
|
|
|
|
Noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, net of discount
|
|
|
1,150,000
|
|
|
|
1,150,000
|
|
Long-term accounts payables and accrued expenses
|
|
|
335,523
|
|
|
|
335,523
|
|
Total noncurrent liabilities
|
|
|
1,485,523
|
|
|
|
1,485,523
|
|
Total liabilities
|
|
|
3,600,716
|
|
|
|
2,425,856
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value; 2,000,000 shares
|
|
|
|
|
|
|
|
|
authorized, 66,500 issued and outstanding
|
|
|
665
|
|
|
|
665
|
|
Common stock, $.0001 par value; 3,986,000,000 shares
|
|
|
|
|
|
|
|
|
authorized, 3,599,981,650 and 3,296,126,988 issued AND
|
|
|
|
|
|
|
|
|
outstanding at March 31, 2014 and December 31, 2013, respectively
|
|
|
359,998
|
|
|
|
329,612
|
|
Additional paid-in capital
|
|
|
96,533,843
|
|
|
|
94,507,702
|
|
Deficit accumulated during development stage
|
|
|
(97,829,713
|
)
|
|
|
(95,140,507
|
)
|
Total stockholders' equity (deficit)
|
|
|
(935,207
|
)
|
|
|
(302,528
|
)
|
Total liabilities and stockholders' equity (deficit)
|
|
$
|
2,665,509
|
|
|
$
|
2,123,328
|
|
The accompanying footnotes are an integral part of these financial statements.
Baltia Air Lines, Inc.
STATEMENT OF OPERATIONS
(A Development Stage Company)
(Unaudited)
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
General and admiinistrative
|
|
|
2,353,148
|
|
|
|
2,285,503
|
|
|
|
89,038,560
|
|
FAA certification costs
|
|
|
296,185
|
|
|
|
190,517
|
|
|
|
4,257,376
|
|
Training
|
|
|
-
|
|
|
|
-
|
|
|
|
225,637
|
|
Depreciation
|
|
|
13,979
|
|
|
|
4,122
|
|
|
|
400,407
|
|
Other
|
|
|
-
|
|
|
|
-
|
|
|
|
568,245
|
|
Interest
|
|
|
25,895
|
|
|
|
26,696
|
|
|
|
1,709,298
|
|
Loss on sale of assets
|
|
|
-
|
|
|
|
-
|
|
|
|
1,607,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
2,689,206
|
|
|
|
2,506,838
|
|
|
|
97,806,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss befoe income taxes
|
|
|
(2,689,206
|
)
|
|
|
(2,506,838
|
)
|
|
|
(97,806,706
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
23,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit accumulated during develop0ment stage
|
|
$
|
(2,689,206
|
)
|
|
$
|
(2,506,838
|
)
|
|
$
|
(97,829,724
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per weighted share,
|
|
|
|
|
|
|
|
|
|
|
|
|
basice and fully diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
|
|
|
|
|
|
|
|
|
|
|
|
|
shares outstanding, basic and fully diluted
|
|
|
3,472,925,831
|
|
|
|
2,147,024,121
|
|
|
|
|
|
The accompanying footnotes are an integral part of these financial statements.
Baltia Air Lines, Inc.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stage
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Shares 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
|
|
Shares 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior period adjustment
|
|
|
|
|
|
|
|
|
|
|
147,987,304
|
|
|
|
14,798
|
|
|
|
(14,798
|
)
|
|
|
|
|
|
|
-
|
|
Stock issued and issuable for cash
|
|
|
|
|
|
|
|
|
|
|
271,270,882
|
|
|
|
27,127
|
|
|
|
3,599,755
|
|
|
|
|
|
|
|
3,626,882
|
|
Shares 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
|
|
|
|
2,466,538,050
|
|
|
|
246,654
|
|
|
|
88,172,179
|
|
|
|
(88,272,311
|
)
|
|
|
147,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued and issuable for cash
|
|
|
|
|
|
|
|
|
|
|
701,621,438
|
|
|
|
70,162
|
|
|
|
4,062,352
|
|
|
|
|
|
|
|
4,132,514
|
|
Shares issued for services
|
|
|
|
|
|
|
|
|
|
|
127,967,500
|
|
|
|
12,796
|
|
|
|
2,273,171
|
|
|
|
|
|
|
|
2,285,967
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,868,196
|
)
|
|
|
(6,868,196
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2013
|
|
|
66,500
|
|
|
|
665
|
|
|
|
3,296,126,988
|
|
|
$
|
329,612
|
|
|
$
|
94,507,702
|
|
|
$
|
(95,140,507
|
)
|
|
$
|
(302,528
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued and issuable for cash
|
|
|
|
|
|
|
|
|
|
|
241,465,662
|
|
|
|
24,147
|
|
|
|
1,120,853
|
|
|
|
|
|
|
|
1,145,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for services
|
|
|
|
|
|
|
|
|
|
|
65,389,000
|
|
|
|
6,539
|
|
|
|
914,988
|
|
|
|
|
|
|
|
921,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares cancelled
|
|
|
|
|
|
|
|
|
|
|
(3,000,000
|
)
|
|
|
(300
|
)
|
|
|
(9,700
|
)
|
|
|
|
|
|
|
(10,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,689,206
|
)
|
|
|
(2,689,206
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2014
|
|
|
66,500
|
|
|
$
|
665
|
|
|
$
|
3,599,981,650
|
|
|
$
|
359,998
|
|
|
$
|
96,533,843
|
|
|
$
|
(97,829,713
|
)
|
|
$
|
(935,207
|
)
|
The accompanying footnotes are an integral part of these financial statements.
Baltia Air Lines, Inc.
STATEMENTS OF CASH FLOWS
(A Development Stage Company)
(Unaudited)
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
Cash flows from operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit accumulated during development stage
|
|
$
|
(2,689,206
|
)
|
|
$
|
(2,506,838
|
)
|
|
$
|
(97,829,713
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to reconcile deficit accumlated during
development stage to cash used in opeating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
13,979
|
|
|
|
4,122
|
|
|
|
400,407
|
|
Amortization of loan discount
|
|
|
|
|
|
|
|
|
|
|
294,977
|
|
Expenses paid issuance of common stock and options
|
|
|
911,527
|
|
|
|
1,417,090
|
|
|
|
60,347,236
|
|
Loss on sale of assets
|
|
|
-
|
|
|
|
-
|
|
|
|
1,607,183
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
400,301
|
|
Accounts payable and accrued expenses
|
|
|
338,860
|
|
|
|
(79,161
|
)
|
|
|
4,766,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by operating activities
|
|
|
(1,424,840
|
)
|
|
|
(1,164,787
|
)
|
|
|
(30,013,410
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of equipment
|
|
|
(37,765
|
)
|
|
|
(35,018
|
)
|
|
|
(3,907,411
|
)
|
Proceeds from sale of assets
|
|
|
|
|
|
|
-
|
|
|
|
144,164
|
|
Security deposit
|
|
|
-
|
|
|
|
-
|
|
|
|
(317,293
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by investing activities
|
|
|
(37,765
|
)
|
|
|
(35,018
|
)
|
|
|
(4,080,540
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financiang activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock
|
|
|
1,145,000
|
|
|
|
1,319,827
|
|
|
|
32,193,375
|
|
Deposits on common stock purchases
|
|
|
836,000
|
|
|
|
-
|
|
|
|
836,000
|
|
Proceeds from issuance of prefrerred 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
|
|
|
1,981,000
|
|
|
|
1,319,827
|
|
|
|
34,623,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
|
518,395
|
|
|
|
120,022
|
|
|
|
529,944
|
|
Cash, beginning of period
|
|
|
11,549
|
|
|
|
12,326
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$
|
529,944
|
|
|
$
|
132,348
|
|
|
$
|
529,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
The accompanying footnotes are an integral part of these financial statements.
Baltia Air Lines, Inc.
(A Development Stage Company)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
Period ending March 31, 2014
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, 2013 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 month periods ended March 31, 2014 and 2013. 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 FAA Certification 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
Net loss 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 March 31, 2014, there are no outstanding common stock equivalents.
3. Stockholders' Equity
Stock Issued for Services
During the three months ended March 31, 2014, we issued 65,389,000 shares of our common stock in exchange for services. The shares were valued at $921,527, approximately $.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.
Stock Issued for Cash
During the three months ended March 31, 2014, we issued 241,465,662 shares of our common stock in exchange for cash. The shares sold for cash were subscribed at $1,145,000 approximately $0.0047 weighted average per share.
4. Note 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.
Interest accrued to March 31, 2014 is $345,000.
ITEM 2 – Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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 a Part 121 (heavy jet operator) start-up United States airline with Government fitness approval and is currently conducting the FAA Air Carrier Certification. Upon completion of the Air Carrier Certification, Baltia will commence scheduled non-stop service from its Base of Operations at Terminal 4, JFK Int'l Airport in New York to Pulkovo II Int'l Airport of St. Petersburg.Baltia Air Lines, Inc. was 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 Baltia Air Lines is fit, willing and able to engage in international air transport of persons, property and mail. Baltia was awarded the non-stop route from JFK International Airport, New York, New York to Pulkovo International Airport, St. Petersburg Russia. Baltia was also authorized for worldwide charter services. Baltia had filed its application with the DOT in October 2007.
On March 20, 2009 the DOT awarded Baltia Air Lines its initial frequencies for flights from JFK to St. Petersburg.
In the last quarter of 2010, we purchased a Boeing 747 aircraft from Kalitta Air.
Baltia carries $100,000,000 aircraft liability insurance, ground only, of which $10 million is through State National Insurance Co. and $90 million through Lloyds of London. Baltia is in the process of adding flight risk insurance of one billion dollars US ($1,000,000,000) prior to initiating flight. The Company will carry airline liability insurance as required for a US airline by DOT regulation.
Following the commencement of service on the JFK-St. Petersburg route, Baltia's objective is to develop its route network to Russia, Latvia, Ukraine, and Belarus.
Baltia intends to provide full service, i.e. passenger, cargo and mail. Baltia 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 Swiss International 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 exists no non- stop competitive air transportation service on the routes for which Baltia intends to apply.
Baltia's objective is to establish itself as the leading non-stop carrier in the market niche over the North Atlantic with operations with profitable growth 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. Baltia 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.
Baltia intends to provide First, Business, and Voyager Class accommodations. Baltia'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 US to Russia.
Baltia'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, Baltia plans to implement its frequent flyer program. As the marketing matures, Baltia plans to advertise to the general public throughout the US, and in Russia. Baltia also plans to sponsor selected industry and trade events in the US and in St. Petersburg.
Baltia intends to provide customer service and reservations centers in New York and in St. Petersburg, to list Baltia's schedules and tariffs in the Official Airline Guide, and provide world-wide access to reservations on Baltia'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 Baltia to sell tickets (expected to be approximately 30 to 45 days before the inaugural flight).
Baltia 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.
Baltia 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 March 31, 2014, 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, 2013, and filed on April 15, 2014, 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 three months ended March 31, 2014 because we do cannot commence revenue flights until we complete the FAA certification, and cannot sell tickets until such time.
For the three month period ended March 31, 2014 and 2013, we reported general and administrative expenses of $2,285,503 and $1,634,051, respectively, an increase of $476,838, or 3%. We reported a net loss of $2,689,206 and $2,506,838, for the three months ended March 31, 2014 and 2013, respectively, an increase of $182,368, or 7%. This increase is primarily attributable to the $67,645 increase in general and administrative expenses, a $105,668 increase in FAA certification costs, and a $9,857 increase in depreciation expense, partially offset by a $801 decrease in interest expense.
Our future ability to achieve profitability in any given future fiscal period remains highly contingent upon us beginning flight operations. The management believes that the Company has the necessary funding to commence revenue flight operations, subject to completion of the FAA Air Carrier Certification. If commenced, there can be no assurance that such operations would be profitable.
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 $97,829,713 million and consumed approximately 30,013,410 million of cash due to its operating activities. The Company may not have adequate readily available resources to fund operations through December 31, 2014. 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 March 31, 2014, our working capital deficit was $1,585,249 and our stockholders' deficit was $935,207. Our stockholders' equity balance at March 31, 2013 was $377,267, compared to a $935,207 stockholders' deficit reported at deficit at March 31, 2014, an increase in stockholders' deficit of $1,312,474
Our operating activities utilized $1,424,840 in cash during the three months ended March 31, 2014, an increase of $260,053 from the $1,164,787 in cash utilized in operating activities during the three months ended March 31, 2013.
For the three months ended March 31, 2014 and 2013, our financing activities provided cash of $1,981,000 and $1,319,827, respectively, from the sale of our common stock. Our unrestricted cash balance increased to $529,944 at March 31, 2014 from $132,348 reported at March 31, 2013.
We had no significant planned capital expenditures, budgeted or otherwise, as of March 31, 2014
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Baltia plans to initiate its scheduled service with nonstop flights from New York to St.Petersburg, Russia. The current economic sanctions on Russia may impact the passengers, cargo and mail carried on those flights.
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 March 31, 2014, 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 March 31, 2014, 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.
There was a change in our internal controls and other factors. On April 9, 2014, the Company's certifying account Patrick Heyn, CPA, PA resigned and a new certifying accountant Terry Johnson, CPA, was engaged to conduct accounting and auditing of the Company's financials. This change was reported in the Company's Report 8K Item 4.01 on April 9, 2014. While the Company's existing controls may be adequate at present, upon the commencement of flight revenue service, we intend to implement controls appropriate for airline operations.
PART II - OTHER
INFORMATION
Item 1. Legal
Proceedings.
The Company is not subject to any material pending legal proceedings as defined in 17 CFR 229.103 (Item 103) Regulation S-K We are, however, subject to various routine legal proceedings and claims incidental to our business which we believe will not have a material adverse impact on our financial position to complete FAA Certification and initiate revenue operations.
Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds.
During the three months ended March 31, 2014 we issued 241,465,662 shares of our common stock in exchange for cash. The shares were valued at $.0047 per share and reflected approximately 47% of the share market value at the time of issuance. The shares are not registered and are subject to restrictions as to transferability.
All of the
above issuances were deemed to be exempt under rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933,
as amended. No advertising or general solicitation was
employed in offering the securities. The offerings and sales
were made to a limited number of persons, all of whom were
accredited investors, business associates or
executive officers of the Company, and transfer was restricted by
the Company in accordance with the requirements of the Securities
Act of 1933, as amended. In addition to representations by
the above-referenced persons, we have made independent
determinations that all of the above-referenced persons were
accredited or sophisticated investors, and that they were
capable of analyzing the merits and risks of their
investment, and that they understood the speculative nature
of their investment. Furthermore, all of the above-referenced
persons were provided with access to our Securities and
Exchange Commission filings.
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).
Incorporated by reference to Exhibit 3.1.5 as reported on Baltia Air Lines's Form Q-10 filed 21 August 2013.
3.1.6 Certificate of Incorporation amendment of Baltia Air Lines, Inc.
(as amended and filed on February 12, 2014). (as amended and filed on February 12, 2014).
Incorporated by reference to Exhibit 3.1.6 as reported on Baltia Air Lines's Form 10-K filed April 15 2014.
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. unavailable (awaiting execution and delivery from Russia).
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
. No engine lease agreement in effect.
New contract pending.
Engines insured by Baltia effective April 1, 2014 to April 1, 2015.
Incorporated by reference to Exhibit 10.8.1 to Company's 10-K for year 2013 as filed April 15, 2014.
10.3 - Product and
Services Agreements between Navtech Systems Support Inc. and
Baltia Air 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
effective to January 14, 2015.
10.4 - Ground Handling Agreement at Pulkovo Airport between ZAO Cargo
Terminal Pulkovo and Baltia Air Lines, Inc. effective June 1, 2013 through May 31, 2014.
Incorporated
by reference to Exhibit 10.4 to Company's 10-Q for
3rd quarter 2013 filed November 19, 2013
.
10.5 - Aircraft and/or Engine Maintenance Services Agreement between Kalitta Air, LLC and Baltia Air Lines, Inc., and Letter Agreement to Extend Aircraft Maintenance Service Agreement between Kalitta Air and Baltia Air Lines, Inc. effective December 24, 2013 until December 24, 2015 with 1-year extension with 60-day notice.
Incorporated
by reference to Exhibit 10.5 to Company's 10-K for 2013 filed April 15, 2014
.
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
3rd quarter 2011, corrected and filed March 29, 2012
.
10.7 Lockton Excess Aviation Liability Insurance, Baltia Air Lines, Inc. insured, effective January 8, 2013 to April 1, 2014.
Incorporated
by reference to Exhibit 10.7 to Company's 10-Q for 3rd quarter 2013 filed November 19, 2013
.
10.8 Certificate of Insurance, The Boeing Company and Boeing Commercial Airplanes insured, Hull, Aircraft and Airport Premises, including war perils, ground risks only, excluding passenger liabilities, effective January 8, 2013 to April 1, 2015.
Incorporated
by reference to Exhibit 10.8 to Company's 10-K for 2013 filed April 15, 2014
.
10.9 Kalitta Maintenance Agreement Certificate of Insurance, Kalitta Air, LLC insured, Hull & Liability ground only, Airport Premises, effective April 1, 2014 to April 1, 2015.
Incorporated
by reference to Exhibit 10.9 to Company's 10-K for 2013 filed April 15, 2014
.
10.10 Certificate of Insurance, Port Authority of New York and New Jersey insured, Airport Premises, effective April 1, 2014 to April 1, 2015.
Incorporated
by reference to Exhibit 10.10 to Company's 10-K for 2013 filed April 15, 2014
.
10.11 Premium Financing Agreement by Premium Assignment Corporation. Effective as of April 1, 2014 to April 1, 2015.
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.
10.12.1 - Certificate of Insurance, JFK International Air Terminal LLC insured, Terminal 4 Leased space to Baltia Air Lines, Inc., effective April 1, 2014 to April 1, 2015.
Incorporated
by reference to Exhibit 10.12.1 to Company's 10-K for 2013 filed April 15, 2014
.
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.
10.13.1 - Certificate of Insurance, Japan Airlines Management Corp. insured, Building 151 Sublease Agreement, effective April 1, 2014 to April 1, 2015.
Incorporated
by reference to Exhibit 10.13.1 to Company's 10-K for 2013 filed April 15, 2014
.
10.14 - Willow Run Airport facility lease between Wayne County Airport Authority and Baltia Air Lines, effective from June 1, 2013 until May 31, 2015.
Incorporated by reference to
Exhibit 10.14 to Company's 10-Q for 3rd quarter 2013 filed November 19, 2013
.
10.14.1 - Amendment to Willow Run Airport facility lease, effective October 13, 2013 to May 31, 2015.
Incorporated
by reference to Exhibit 10.14.1 to Company's 10-Q for
3rd quarter 2013 filed November 19, 2013
.
10.14.2 - Amendment to Willow Run Airport facility lease, effective February 2013 to May 21, 2015.
Incorporated
by reference to Exhibit 10.14.2 to Company's 10-Q for
3rd quarter 2013 filed November 19, 2013
.
10.14.3 - Certificate of Insurance, Wayne County Airport Authority insured, Airport Premises, effective April 1, 2014 to April 1, 2015.
Incorporated
by reference to Exhibit 10.14.3 to Company's 10-K for 2013 filed April 15, 2014
.
10.15 - Pulkovo Airport facility SubLease Agreement between LLC Northern Capital Gateway and Baltia Air Lines, effective from March 1, 2013, auto renewed unless objected to by Sublessor.
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 - Purchase of Cessna Citation 500 aircraft N606KR,
Incorporated by reference to Form 8-K filed May 21, 2013.
10.17.1 - Certificate of Insurance, Baltia Air Lines, Inc. insured, Cessna 500 N606KR to July 26, 2014.
Incorporated
by reference to Exhibit 10.17.1 to Company's 10-Q for
3rd quarter 2013 filed November 19, 2013
.
10.18 - Loan Agreement (amended) dated October 14, 2013 between Baltia Air Lines, Inc. and Eastern Construction & Electric, Inc. for purchase of Boeing 747 aircraft.
Incorporated
by reference to Exhibit 10.18 to Company's 10-Q for
3rd quarter 2013 filed November 19, 2013
.
10.19 - Flight Training Agreement Aircraft Type B747-200 between Kalitta Air, LLC and Baltia Air Lines, Inc. effective October 10, 2013 to December 31, 2014.
Incorporated
by reference to Exhibit 10.19 to Company's 10-Q for
3rd quarter 2013 filed November 19, 2013
.
10.20 - B747 Aircraft Hull and Liability Binder - Renewal, Registration N706BL, Meadowbrook Insurance Group,
effective April 1, 2014 to April 1, 2015.
Incorporated
by reference to Exhibit 10.20 to Company's 10-K for 2013 filed April 15, 2014
.
10.21 - Purchase Report - T-500 A/C Tractor, Costal Engine Service (2013)
Incorporated
by reference to Exhibit 10.21 to Company's 10-K for 2013 filed April 15, 2014
.
10.22 - Loan Agreement - Legal services rendered by International Business Law Firm PC
to Baltia Air Lines, executed March 31, 2014.
Incorporated
by reference to Exhibit 10.22 to Company's 10-K for 2013 filed April 15, 2014
.
10.23 - Workers Compensation and Employer Liability Insurance - CHUBB Group
to Baltia Air Lines, executed March 31, 2014.
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: May 20, 2014
BALTIA AIR
LINES, INC.
/s/ Igor
Dmitrowsky
------------------------
Igor
Dmitrowsky
Chief Executive
Officer and Chief Financial Officer (principal accounting
officer)
EXHIBIT
3.1
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
(c) 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: May 20, 2014
------------------------
Igor
Dmitrowsky
Chief Executive
Officer and Chief Financial Officer (principal accounting
officer)
EXHIBIT
3.2
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 March 31, 2014 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: May 20, 2014
------------------------
Igor Dmitrowsky
Chief Executive Officer and Chief
Financial Officer (principal accounting
officer)