UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB (Amended) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2003 - as amended June 18,2003 - BALTIA AIR LINES, INC. (Baltia) (Exact name of registrant as specified in its charter) STATE of NEW YORK 11-2989648 (State of Incorporation) (IRS Employer Identification No.) 63-25 SAUNDERS STREET, SUITE 7 I, REGO PARK, NY 11374 (Address of principal executive offices) Registrant's telephone number, including area code: (718) 275 5205 Check whether the issuer (1) filed all reports required to be filed by Section 13, or 15(d) of the Exchange Act during the past 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. No [] Yes [x] Class Number of Shares Common Stock - Par Value $.0001 Per Share 48,679,757 Preferred Stock - Par Value $.01 Per Share 275,250 Transitional Small Business Disclosure Format (Check one): No [X] PART ONE - FINANCIAL INFORMATION Item 1. Financial Statement. WANT & ENDER C.P.A. P.C. Certified Public Accountants MARTIN ENDER CPA STANLEY Z. WANT CPA CFP May 15, 2003 To Whom it May Concern: Want & Ender, CPA, P.C. grants Baltia Airlines permission to use any of the information contained in the following signed letter. Please contact Martin Ender with any questions or problems. Regards, Want & Ender, CPS, P.C. 386 PARK AVENUE SOUTH - SUITE 1618 NEW YORK, NY 10016 TEL 212.684.2414 - FAX 212 684-5433 - EMAIL: MGR@WANTENDERCPA.COM WANT & ENDER C.P.A. P.C. Certified Public Accountants MARTIN ENDER CPA STANLEY Z. WANT CPA CFP Baltia Airlines, Inc. To the Board of Directors and Stockholders: We have reviewed the accompanying balance sheets of Baltia Airlines, Inc. as of March 31, 2003 and the related income statement for the period then ended in accordance with standards established by the American Institute of Certified Public Accountants. All information in these financial statements is the representation of the management of Baltia Airlines Inc. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statement in order for them to be in conformity with generally accepted accounting principles. Respectfully submitted, Want & Ender P.C. (signed) Want & Ender CPA, P.C. Certified Public Accountants New York, NY May 15, 2003 386 PARK AVENUE SOUTH - SUITE 1618 NEW YORK, NY 10016 TEL 212.684.2414 - FAX 212 684-5433 - EMAIL: WECPAPC@SPRYNET.COM BALTIA AIR LINES, INC. BALANCE SHEETS As At March 31, 2003 ASSETS Current Assets Cash $3,145 Total Current Assets 3,145 Fixed Assets Property, Plant and Equipment Property, Plant and Equipment 60,191 Less Accumulated Depreciation 31,373 Net Property, Plant and Equipment 28,818 TOTAL ASSETS $ 31,963 LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities Accounts Payable $ 700 Total Current Liabilities 700 Stockholders Equity Common Stock 4,868 Preferred Stock 2,753 Paid-in-Capital 8,155,210 Retained Earnings (8,131,467) Treasury Stock (100) Total Stockholders Equity 31,263 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 31,963 BALTIA AIR LINES INC. STATEMENTS OF CHANGES OF SHAREHOLDERS EQUITY THREE MONTHS ENDED March 31, 2003 Preferred Stock Common Stock Additional Shares Par Value Shares Par Value Paid In Capital Balance - Dec 31, 2001 275,250 $2,753 48,679,757 $4,868 $8,138,593 2002 Issue-Preferred Stock 0 0 - - 2002 Issue-Common Stock 0 0 - - 12,877 2003 Issue-Preferred Stock 0 0 - - 2003 Issue-Common Stock 0 0 - - 3,740 Balance - March 31, 2003 275,250 $2,753 48,679,757 $4,868 $8,155,210 STATEMENT OF OPPERATIONS Three Months Ended August 24, 1989 March 31, (Inception) to 2003 2002 March 31, 2003 (Unaudited) (Unaudited) Revenues 0 0 0 Expenses $3,202 $3,202 $ 264,238 Interest Expense 0 0 1,066,659 General and Administrative 3,011 6,066 2,412,094 Professional fees 0 0 2,012,152 Service contributions 0 0 1,352,516 Training Expense 0 0 225,637 FAA Certification 0 0 206,633 Media Costs 0 52,812 310,271 Abandoned fixed assets 0 0 205,162 Total expenses 6,213 62,080 8,055,362 Net loss $ (6,213) $(62,080) $ (8,055,362) STATEMENT OF CASH FLOWS Cash flows from Operations Three Months Ended Aug 24, 1989 March 31, (inception) to 2002 2001 March 31, 2003 (Unaudited) (Unaudited) Net Income $(6,213) $(62,080) $(8,055,362) Adjustments to reconcile net loss to net cash provided by operations: Depreciation 3,202 3,202 264,238 Change in Property, Plant and Equipment 0 0 (309,066) Interest paid by stock 0 0 63,500 Change in Premedia costs 0 52,812 347,489 Change in Accounts Payable 0 (2,379) 1,802,573 Change in Officers Loan 0 0 (368,890) Service Contributions 0 0 1,352,516 Total Adjustments 3,202 53,635 3,152,360 Net Cash Provided by Operations (3,011) (8,445) (4,903,002) Cash flows from Financing Activities: Shareholder Loans 0 0 1,351,573 Paid In Capital 3,740 7,440 2,918,733 Issuance of Common Stock 0 0 1,133,705 Issuance of Preferred Stock 0 0 2,753 Issuance of Treasury Stock 0 0 (500,100) Net Increase(Decrease) in Cash 729 (1,005) 3,662 Equivalents Cash and Cash Equivalents - 2,416 3,204 0 Beginning CASH AND CASH EQUIVALENTS - $ 3,145 $ 2,198 $ 3,662 ENDING NOTES TO FINANCIAL STATEMENTS I. ORGANIZATION, NATURE OF OPERATIONS, GOING CONCERN CONSIDERATIONS (A) Organization The Company was incorporated under the laws of the state of New York on August 24, 1989. (B) Nature of Operations The Company was formed to provide commercial, passenger, cargo and mail air transportation between New York and Russia. Since inception, the Company's primary activities have been raising of capital, obtaining financing and obtaining Route Authority and approval from the U.S. Department of Transportation. The Company has not yet commenced revenue producing activities. Accordingly, the Company is deemed to be a Development Stage Company. 2. ACCOUNTING POLICIES (A) Cash and Cash Equivalents The Company considers cash and cash equivalents to be all short term investments which have an initial maturity of three months or less. (B) Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the lesser of the term of the related lease or the estimated lives of the assets. Depreciation is computed on the straight-line method for financial reporting purposes and tax purposes. (E) Income Taxes Deferred income tax assets and liabilities are computed based on temporary differences between the financial statement and the income tax bases of assets and liabilities using the enacted marginal income tax rate in effect for the year in which the differences are expected to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to period. 3. PROPERTY and EQUIPMENT Property and equipment at March 31, 2003 (Unaudited) consisted of the following; Office Equipment $53,406 Furniture & Fixtures 6,782 Total 60,191 Less, Accumulated Depreciation (28,171) Total Property and Equipment $32,020 The useful lives of property and equipment for purposes of computing depreciation are; Office equipment 5-7 years Automobiles 5 years 5. RELATED PARTY TRANSACTIONS The Company's legal counsel, Steffanie Lewis, of the International Business Law Firm, P.C. owns 5,626,250 restricted shares of common stock at March 31, 2003 or approximately 11.56% of the Company's issued and outstanding common stock. Ms. Lewis was issued 875,000 restricted common shares in June 1997 in exchange for $1,624,432 due her for legal work performed in connection with various certifications, authorities and financial matters. She was previously issued 233,331 of restricted common shares in exchange for the first six months preparation of the 1990 application to the Department of Transportation for Air Line Fitness Certification. On June 23, 1997 Igor Dmitrowsky, President of the Company and a shareholder, relinquished the amount due to him totaling $22,142. Accordingly, the Company has recorded Contributed Capital in the amount of $22,142. On March 30, 1998, Various shareholders including Igor Dmitrowsky, President of the Company relinquished the amounts due them totaling $160,983. Accordingly, the Company recorded Contributed Capital in the amount of $160,983. On September 1998, Igor Dmitrowsky, President of the Company and a shareholder, relinquished the amount due to him totaling $45,711. Accordingly, the Company has recorded Contributed Capital in the amount of $45,711. On September 1998, Leonard Becker, a shareholder, relinquished the amount due to him totaling $57,000. Accordingly, the Company has recorded Contributed Capital in the amount of $57,000. 6. INCOME TAXES At December 31, 2002 the Company has a net operating loss carry forward of $7,077,292 which is available to offset future taxable income. The Company is still liable for certain minimum state and city taxes. As of December 31, 2002, a net deferred tax benefit has not been reflected to record temporary differences between the amount of assets and liabilities recorded for financial reporting and income tax purposes due to the establishment of a 100% valuation allowance relating to the uncertainty of recoverability. 7. STOCKHOLDERS' DEFICIT (A) Stock Options In 1999, the Company granted options to purchase 11,550,000 restricted shares of common stock, at $.0001 per share, to certain private investors including the following officers of the Company: 5,600,000 shares to Igor Dmitrowsky, President of the Company; 2,100,000 shares to Steffanie Lewis, the Company's legal counsel; 1,400,000 shares to Walter Kaplinsky, the Company's Secretary. As of March 31, 2003, no options have been exercised. In 2000, the Company granted options to purchase 11,760,000 restricted shares of common stock, at $.0001 per share to certain investors, including the following officers of the Company: 6,860,000 shares to Igor Dmitrowsky, President of the Company; 1,750,000 shares to Steffanie Lewis, the Company's legal counsel; 1,400,000 shares to Walter Kaplinsky, the Company's Secretary. As of March 31, 2003, no options have been exercised. In 2001, the Company granted options to purchase 13,860,000 restricted shares of common stock, at $.0001 per share to certain investors, including the following officers of the Company: 8,400,000 to Igor Dmitrowsky, President of the Company; 2,100,000 to Steffanie Lewis, the Company's legal counsel; 1,400,000 to Walter Kaplinsky, the Company's Secretary; 140,000 shares to Andre Rukmanis, the Company's Vice President. As of March 31, 2003, no options have been exercised. (A) Retirement or Stock On November 4, 1992, the Company issued 10,416 restricted shares of stock for $500,000 to a private investor. On November 24, 1992, these shares were repurchased for the same amount from the investor and subsequently retired. (B) Acquisition of Common Treasury Stock On September 28, 1998 the Company purchased from Igor Dmitrowsky, president of the Company, 5,833,333 common shares for $100 and has granted him an option to repurchase 7,000,000 common shares from the Company at $100 upon the completion or the Company's inaugural flight or upon the exercise of any warrants, whichever occurs first. (C) Reverse Stock Split and Stock Split On August 24, 1995, the Board of Directors authorized and the majority of the current shareholders ratified a ten for one reverse stock split of the Company's $.0001 par value common stock. On December 31, 1997, the Board of Directors authorized and the majority of the current shareholders ratified a two for one reverse stock split of the Company's $.000l par value common stock. On September 29, 1998, the Board of Directors authorized and the majority of the current shareholders ratified a one and two tenths (1.2) for one reverse stock split of the Company's $.0001 par value common stock. On November 30, 2001 the Board of Directors authorized and the majority of the current shareholders ratified a seven for one stock split of the Company's $0.0001 par value common stock. All references in the accompanying financial statements to the number of common shares, warrants and per share amounts have been restated to reflect the stock splits. (D) Preferred Shares On November 8, 2002, the Company amended its Articles of Incorporation thereby, increasing the authorized aggregate number of preferred stock shares from 500,000 preferred stock shares at $0.1 value to 2,000,000 preferred stock shares at $.01 par value. (E) Contributed Capital The Company has recorded service contributions from certain key officers who have worked for and on behalf of the Company. The service contribution amounts have been calculated based on an a normal rate of compensation, on either a full or part time basis, as based on the number of hours worked by each individual. The Company maintains no obligation, present or future, to pay or repay for any and all service contributions received. Accordingly, the Company has not recorded a liability for, accrued for, and/or accounted for any monetary reserves in connection with the service contributions. On June 23, 1997, certain of the Company's management relinquished the amount due them for back-pay totaling $270,928 Accordingly, the Company has recorded Contributed Capital in the amount of $270,928. Item 2. Management's Discussion and Plan of Operation. The Company has been working with consultants to refine tools and procedures for implementing its revenue operations plan for use when management, with the advice of consultants, determines the appropriate time. Administrative activities have been conducted to further that end. The Company expects to maintain over the next twelve months. In the absence of outside investors, management is foregoing compensation and expects to contribute administrative costs necessarily incurred. The Company plans no product research and development at this time or any purchase or sale of equipment. There is no significant change in the personnel disclosed in Registration Statement 333-37409. PART II - OTHER INFORMATION Item 1. Legal Proceedings. Intentionally omitted. Item 2. Changes in Securities. Intentionally omitted. Item 3. Default Upon Senior Securities. Intentionally omitted. Item 4. Submission of Matters to a Vote of Security Holders. Intentionally omitted. Item 5. Intentionally omitted. Item 6. Intentionally omitted. SIGNATURES and CERTIFICATIONS I, Igor Dmitrowsky, the Registrant's Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Baltia Air Lines, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures 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 quarterly report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. The Registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: June 17, 2003 ____IGOR DMITROWSKY (signed)_________ By: Igor Dmitrowsky, Chief Executive Officer I, Igor Dmitrowsky, the Registrant's Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Baltia Air Lines, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures 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 quarterly report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. The Registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: June 17, 2003 ______ IGOR DMITROWSKY (signed) _____ By: Igor Dmitrowsky, Chief Financial Officer BALTIA AIR LINES, INC., Registrant Date: 06-18-2003 ______ IGOR DMITROWSKY (signed) _____ By: Igor Dmitrowsky, President Date: 06-18-2003 ____ WALTER KAPLINKSY (signed)_____ By: Walter Kaplinsky, Secretary [BLTQ03-1a.txt]