In 2013
and 2014, the Company issued a note payable to its attorney for services
rendered. On April 30, 2015, the Company extended the due date of the note until
September 30, 2016. The principal amount due as of September 30, 2015 is
$347,532. Interest accrues at 1% per month.
In
February 2015, one of the Company's investors loaned the Company $200,000 with
interest at 10%. The company repaid the investor $100,000 during June 2015 and
$25,000 during July 2015.
Interest
accrued to September 30, 2015 is $570,191.
[END OF
FINANCIAL NOTES]
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"), a Part 121 (heavy
jet operator) start-up United States airline with headquarters at JFK
International Airport, New York, and base of operations on the Willow Run
Airport, Ypsilanti, Michigan. The FAA Eastern Michigan FISDO has oversight of
Baltia's Air Carrier Certification and operations. Upon completion of the
Certification, Baltia will commence scheduled non-stop service from JFK Int'l
Airport 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.
In the last
quarter of 2010, Baltia purchased a Boeing 747 aircraft from Kalitta Air. Baltia
carries $1,000,000,000 aircraft liability insurance and 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.
There is
currently no non-stop service from JFK to St. Petersburg. Connecting service is
provided mainly by foreign carriers. Finnair, Lufthansa, SAS, Aeroflot, and
Transaero are the leading competitors in the US-Russia market. United Airlines
code shares with Swiss International and Lufthansa connecting flights into St.
Petersburg. 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.
A comparison
of direct and connecting 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, connecting service:
With
connecting service, it would take a passenger 10 to 18 hours to fly through
Helsinki, Copenhagen, Moscow, or Frankfurt. 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.
Baltia
intends to initiate service with its Boeing 747 wide-body aircraft carrying
two-class passengers, mail and cargo in containers, on pallets, and in block
space arrangements. Baltia 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, Baltia will be eligible to the same degree of priority that a
foreign carrier receives when arriving in the US.
Baltia
intends to start the JFK-St. Petersburg service with one round- trip flight per
week, then increase the frequency to three round trips, and then to five round
trips. Baltia plans to build operating modules and apply them in developing new
markets. Once established, Baltia plans to duplicate its JFK-St. Petersburg
standards on flights on other transatlantic routes.
Concurrently
with its Part 121 Air Carrier Certification ("Part 121") for scheduled service,
Baltia is certifying for world-wide charter service, opening the opportunity to
earn additional revenues from charters.
As of
September 30, 2015, Baltia's staff of seventy includes professionals with
airline experience.
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
described in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2014, and filed on April 15, 2015.
RESULTS OF
OPERATIONS
We had no
revenues during the three months ended September 30, 2015 because we cannot
commence revenue flights until we complete the FAA certification, and cannot
sell tickets until such time.
For the
three-month period ended September 30, 2015 and 2014, we reported general and
administrative expenses of $953,805 and 4,361,613 respectively, a decrease of
$3,407,808, or 78%. We reported a net loss of $1,651,806 and $5,427,774, for the
three months ended September 30, 2015 and 2014, respectively, a decrease of
$3,775,968, or 70%. This decrease is primarily attributable to the $3,407,808
decrease in general and administrative expenses, a decrease in depreciation
expense of $ 9,399, a decrease in FAA certification costs of $381,539 partially
offset by an increase in interest expense of $22,778.
For the
nine-month period ended September 30, 2015 and 2014, we reported general and
administrative expenses of $4,104,782 and $9.634,461, respectively, a decrease
of $5,529,679, or 57%. We reported a net loss of $6,354,703 and $11,543,843, for
the nine months ended September 30, 2015 and 2014, respectively, a decrease of
$5,189,140, or 45%. This decrease is primarily attributable to the $5,529,679
decrease in general and administrative expenses, a decrease in depreciation
expense of $9,819, partially offset by an increase in FAA certification costs of
$273,143 and an increase in interest expense of $77,215.
Our future
ability to achieve profitability in any given future fiscal period remains
highly contingent upon beginning flight operations. The management believes that
the Company and certain shareholders have 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 $116,898,625 and consumed approximately
$44,443,292 of cash due to its operating activities. The Company may not have
adequate readily available resources to fund operations through December 31,
2015. 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 September 30, 2015, our working capital
deficit was $3,722,393 and our stockholders' deficit was $2,304,139. Our
stockholders' deficit at September 30, 2015 was $2,304,139, compared to
$1,777,773 in stockholders' deficit at December 31, 2014, an increase in
stockholders' deficit of $526,366.
Our operating
activities utilized $6,713,777 in cash during the nine months ended September
30, 2015, a decrease of $161,221 from the $6,874,998 in cash utilized in
operating activities during the nine months ended September 30, 2015.
For the nine
months ended September 30, 2015 and 2014, our financing activities provided cash
of $6,558,104 and $7,472,038, respectively, mainly from the sale of our common
stock. Our unrestricted cash balance decreased to $14,940 at September 30, 2015
from $29,556 reported at September 30, 2014.
We had no
significant planned capital expenditures, budgeted or otherwise, as of September
30, 2015.
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 and 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 September 30, 2015, has 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 and Financial
Officer also concluded that, as of September 30, 2015, 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
and Financial Officer, to allow timely decisions regarding required disclosure.
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
nine months ended September 30, 2015 we issued 1,494,535,453 shares of our
common stock in exchange for cash. The shares were valued at $0.038 per share.
The shares are not registered and are subject to restrictions as to
transferability.
All of the
above issuances were deemed to be exempt under 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, who qualified themselves as accredited investors, 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 determinations that the above-referenced persons were
accredited, 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). Incorporated by reference to Exhibit 3.1.6 as
reported on Baltia Air Lines's Form 10-K filed April 15 2014.
3.1.7
Certificate of Incorporation amendment of Baltia Air Lines, Inc. (as amended and
filed on June 18, 2014).Incorporated by
reference to Exhibit 3.1.7 as reported on Baltia Air Lines's Form 10-Q for
period ending June 30, 2014, filed August 19, 2014.
3.1.8
Certificate of Incorporation amendment of Baltia Air Lines, Inc. (as amended and
filed on July 20, 2014).Incorporated by
reference to Exhibit 3.1.8 as reported on Baltia Air Lines's Form 10-Q for
period ending June 30, 2014, filed August 19, 2014.
3.1.9
Certificate of Incorporation amendment of Baltia Air Lines, Inc. (as amended and
filed on May 11, 2015). Incorporated by
reference to Exhibit 1 reported on Baltia Air Lines's Form 8-K, filed May 20,
2015.
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
Agreement, World Fuel Services Inc., initial term September 1, 2013 to September
1, 2016, automatic renewal for one year extensions unless terminated. Incorporated by reference to Exhibit 10.1 to
Company's 10-K for period ending December 31, 2014, filed April 15, 2015.
10.2 -
Amendment II - Aircraft Engine Lease Agreement, Logistic Air Inc., executed May
15, 2014, effective through February 1, 2015. Incorporated by reference to Exhibit 10.2 to
Company's Form 10-Q for period ending June 30, 2014, filed August 19,
2014. Expired - Extension Pending
10.2.1 - Certificate of Insurance -
Aircraft Hull, including war perils, Aircraft and Airport Premises, Logistics Air Inc., Baltia Air Lines, Inc. insured, effective September 13, 2015 to September 13, 2016.
10.4 - Ground
Handling Agreement at Pulkovo Airport between ZAO Cargo Terminal Pulkovo and
Baltia Air Lines, Inc. effective June 1, 2014 through May 31, 2016. Incorporated by reference to Exhibit 10.4 to
Company's Form 10-Q for period ending June 30, 2014, filed August 19,
2014.
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 -
Certificate of Insurance, Yankee Air Museum - Airport Premises Liability, effective September 13, 2015 to September 13, 2016.
10.7 -
Lockton Aircraft Hull, Spares and Airline Legal Liability Insurance,
Incorporated by reference to Exhibit
10.7 to Company's Form 10-Q for period ending June 30, 2014, filed August 19,
2014.
10.7.1 -
Contract Endorsement and Extension - Lockton Aircraft Hull, Spares and Airline
Legal Liability Insurance, Baltia Air Lines, Inc. insured, effective June 15,
2015 to September 13, 2015, to Lockton Aircraft Hull, Spares and Airline Legal
Liability Insurance, Exhibit 10.7, supra Incorporated by reference to Exhibit 10.7.1
to Company's 10-Q for period ending June 30, 2015, filed August 18, 2015
10.8 -
Certificate of Insurance, The Boeing Company insured, Hull, Aircraft and Airport
Premises, including war perils, ground risks only, excluding passenger
liabilities, effective September 13, 2015 to September 13, 2016.
10.9 -
Kalitta Maintenance Agreement Certificate of Insurance, Kalitta Air, LLC
insured, Hull & Liability ground only, Airport Premises, effective September 13,
2015 to September 13, 2015.
10.9.1 -
Certificate of Insurance, Kalitta Air, LLC - Aircraft Hull and Liability, Proving Run,
effective September 13, 2015 to September 13, 2015.
10.10 -
Certificate of Insurance, Port Authority of New York and New Jersey insured,
Airport Premises, effective September 13, 2015 to September 13, 2015.
10.11-
Certificate of Insurance, To Whom It May Concern, Aircraft Hull, Spares and Aviation
General Liability , effective September 13, 2015 to September 13, 2016.
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 September 13, 2015 to September 13,
2015.
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 September 13, 2015 to September 13, 2015.
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 - 2nd
Amendment to Willow Run Airport facility lease between Wayne County Airport
Authority and Baltia Air Lines, effective May 21, 2014. Incorporated by reference to Exhibit
10.14.1 to Company's 10-Q for period ending June 30, 2015, filed August 18,
2015.
10.14.2 -
Certificate of Insurance, Wayne County Airport Authority insured, Comprehensive
General Liability and On-Airport Auto Liability, effective September 13, 2015 to
September 13, 2016.
10.14.3 -
Certificate of Insurance, Wayne County Airport Authority insured, Airport
Premises, effective September 13, 2015 to September 13, 2016.
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. Incorporated by
reference to Exhibit 10.15 to Company's 10-Q for period ending March 30, 2014,
filed May 20, 2014
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. (NOTE: Aircraft currently not being operated.)
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.
(NOTE: New contract pending)
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 - Note
and Agreement - Legal services rendered by International Business Law Firm PC to
Baltia Air Lines, effective April 29, 2015, and extended to September 30, 2016.
Incorporated by reference to Exhibit
10.22 to Company's 10-Q for period ending June 30, 2015, filed August 18,
2015
10.24 - Cargo
Handling at JFK - Cargo Airport Services USA and Baltia, valid to 1 January 2017
and continued annually until one party serves the other party with written
notice not to renew. Incorporated by
reference to Exhibit 10.24 to Company's 10-Q for period ending June 30, 2014,
filed November 19, 2014.
10.25 -
Security Service at JFK - FJC Security Services, Inc., valid to 9/18/15 with
automatic annual renewal unless one party serves the other party with written
notice not to renew. Incorporated by
reference to Exhibit 10.25 to Company's 10-Q for period ending June 30, 2014,
filed November 19, 2014.
10.26- Ground
Handling at JFK - Swissport Agreement, Standard IATA Agreement of 1998 Ramp and
Passenger Handling valid to May 16, 2017. Incorporated by reference to Exhibit 10.26 to
Company's 10-Q for period ending June 30, 2014, filed November 19, 2014.
10.27-
Maintenance Services Agreement, Standard IATA Agreement of 1998 with F&E
Maintenance valid to May 16, 2017. Incorporated by reference to Exhibit 10.27 to
Company's 10-Q for period ending June 30, 2014, filed November 19, 2014.
10.28 -
Jeppessen Sanderson, Inc. Services Agreement dated February 3, 2014 effective to
February 3, 2019, automatic extension for one-year additional terms unless
terminated as provided. Incorporated by
reference to Exhibit 10.28 to Company's 10-K for period ending December 31,
2014, filed April 15, 2015.
10.29 - 121
Inflight Catering, Inc., Services Agreement dated October 7, 2014 effective to
October 7, 2015. Incorporated by
reference to Exhibit 10.29 to Company's 10-K for period ending December 31,
2014, filed April 15, 2015.
10.30 -
Workers Compensation and Liability Insurance - NY - State Insurance fund.
4-6-2015 through 4-6-2016. Incorporated
by reference to Exhibit 10.30 to Company's 10-Q for period ending March 31,
2015, filed May 14, 2015
10.31 -
Workers Compensation and Liability Insurance - Michigan - Travellers - 4-6-2015
through 4-6-2016. Incorporated by
reference to Exhibit 10.31 to Company's 10-Q for period ending March 31, 2015,
filed May 14, 2015
10.32 -
Employment contracts - senior management, executed but not in effect pending FAA
certification or commencement of revenue flight operations. Incorporated by reference to Exhibit 10.32 to
Company's 10-Q for period ending June 30, 2015, filed August 18,
2015.
10.33 - Claim
of Lien and transmittal correspondence - Kalitta Maintenance, May 20, 2015.
Incorporated by reference to Exhibit
10.33 to Company's 10-Q for period ending June 30, 2015, filed August 18,
2015.
CERTIFICATION
EXHIBITS
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:
November 17, 2015
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: November 17, 2015
------------------------
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 September 30, 2015 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: November 17, 2015
------------------------
Igor
Dmitrowsky
Chief Executive Officer and Chief Financial Officer (principal
accounting officer)