UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004
BALTIA AIR LINES, INC.
(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 [X ] Yes [ ]
Class Number of Shares
Common Stock - Par Value $.0001 Per Share 60,020 009
Preferred Stock - Par Value $.01 Per Share 66,500
Transitional Small Business Disclosure Format (Check one): No [X]
PART ONE - FINANCIAL INFORMATION
Item 1. Financial Statements.
BALTIA AIR LINES, INC.
BALANCE SHEETS
(A Development Stage Company)
Sept 30, 2004 December 31, 2003
(Unaudited)
ASSETS
Current Assets
Cash $ 102,230 $ 2,432
Plant and Equipment
Equipment 60,191 60,191
Less Accumulated Depreciation (50,585) (40,979)
Net Property, Plant and Equipment 9,606 19,212
Other:
Lease Deposit on Airplane 0 50,000
TOTAL ASSETS $ 111,836 $ 71,644
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Accounts Payable $ 700 $ 700
Equity
Preferred Stock 665 665
Common Stock 6,002 5,217
Paid-in-Capital 8,578,536 8,291,223
Deficit Accumulated During
Development Stage (8,474,067) (8,226,161)
Total Equity 111,136 70,944
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 111,136 $ 71,644
See notes to unaudited interim financial statements.
BALTIA AIR LINES, INC.
STATEMENT OF OPERATIONS
(A Development Stage Company)
Three Months Ended Six Months Ended August 24, 1989
Sept 30, Sept 30, (Inception) to
2004 2003 2004 2003 Sept 30, 2004
(Unaudited) (Unaudited) (Unaudited)
Revenues 0 0 0 0 0
Costs & Expenses
General and
Administrative $ 88,458 $ 42,800 $ 238,300 $ 55,887 $ 6,109,812
FAA Certification 0 0 0 0 206,633
Training Expense 0 0 0 0 225,637
Depreciation $ 3,202 $ 3,202 $ 9,606 $ 9,606 296,258
Other 0 0 0 0 568,245
Interest 0 0 0 0 1,066,659
Total expenses 91,660 46,002 247,906 65,493 8,473,244
Loss before income taxes (91,660) (46,002) (247,906) (65,493) (8,473,244)
Income Taxes 0 0 0 0 823
Deficit Accumulated During
Development Stage: $ (91,660) $ (46,002) $ (247,906) $ (65,493) (8,474,067)
Per share amounts:
Loss Nil Nil Nil Nil
Weighted Average 58,764,846 50,096,299 57,010,203 50,003,802
See notes to unaudited interim financial statements.
BALTIA AIR LINES, INC.
STATEMENT OF CASH FLOWS
(A Development Stage Company)
Three Months Ended Aug 24,1989
Sept 30, (inception) to
2004 2003 Sept 30, 2004
(Unaudited) (Unaudited)
(Unaudited)
Cash flows from Operations:
Deficit Accumulated During
Development Stage $ (247,906) $ (65,493) $ (8,474,067)
Adjustments to reconcile net
loss to net cash provided by
operations:
Depreciation 9,606 9,606 296,258
Expenses paid by issuance of
common stock 66,950 0 130,852
Decrease in prepaid expenses 0 0 400,301
Increase in Payable & accrued expenses 0 0 3,152,181
Cash used by operating activities: (171,350) (55,887) (4,494,475)
Cash flows from investing activities:
Purchase of Equipment 0 0 (309,066)
Return of deposit on Airplane Lease 50,000 0 0
Cash used in investing activities: 50,000 0 (309,066)
Cash flows from financing activities:
Issuance of Common Stock 221,148 55,493 4,420,435
Issuance of Preferred Stock 0 0 2,753
Loans from related parties 0 0 1,351,573
Repayment of related party loans 0 0 (368,890)
Acquisition of Treasury Stock 0 0 (500,100)
Cash generated by financing: 221,148 55,493 4,905,771
Change in cash 99,798 (394) 102,230
Cash-beginning of period 2,432 2,416 0
Cash -end of period 102,230 2,022 102,230
See notes to unaudited interim financial statements.
NOTES TO FINANCIAL STATEMENTS
BALTIA AIR LINES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
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, 2003
Annual Report on Form 10-KSB 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-QSB
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 and nine-month periods ended September 30, 2004 and 2003.
All such adjustments are of a normal recurring nature. The Financial
Statements have been prepared in accordance with the instructions to
Form 10-QSB and therefore do not include some information and notes
necessary to conform to annual reporting requirements.
The financial statements have been presented in a "development stage"
format.
Since inception, our primary activities have been raising of capital,
obtaining financing and obtaining route authority and approval from the U.S.
Department of Transportation. We have not commenced our principal revenue
producing activities.
2. Earnings/Loss Per Share
Basic earnings per share is computed by dividing income available to common
shareholders (the numerator) by the weighted-average number of common shares
outstanding (the denominator) for the period. Diluted earnings per share
assumes that any dilutive convertible securities outstanding were converted,
with related preferred stock dividend requirements and outstanding common
shares adjusted accordingly. It also assumes that outstanding common shares
were increased by shares issuable upon exercise of those stock options for
which market price exceeds the exercise price, less shares which could have
been purchased by us with the related proceeds. In periods of losses,
diluted loss per share is computed on the same basis as basic loss per share
as the inclusion of any other potential shares outstanding would be
anti-dilutive. Due to the net losses reported, dilutive common equivalent
shares were excluded from the computation of diluted loss per share, as
inclusion would be anti-dilutive for the periods presented.
If we had generated earnings during the quarter ended September 30, 2004,
we would have added 39,912,961 common equivalent shares, to the weighted
average shares outstanding to arrive at diluted weighted average shares
outstanding. This consists of 39,713,461 stock options and warrants
outstanding and exercisable with exercise prices below the average share
price for the period and 199,500 shares issuable upon the conversion or
our Preferred Stock. If we had generated earnings during the nine-month
period ended September 30, 2004, we would have added 40,478,815 common
equivalent shares, to the weighted average shares outstanding to arrive
at diluted weighted average shares outstanding. This consists of
40,279,315 stock options and warrants outstanding and exercisable with
exercise prices below the average share price for the period and 199,500
shares issuable upon the conversion or our Preferred Stock.
If we had generated earnings during the quarter and nine-month period ended
September 30, 2003, we would have added 43,710,662 common equivalent shares,
to the weighted average shares outstanding to arrive at diluted weighted
average shares outstanding. This consists of 43,511,162 stock options and
warrants outstanding and exercisable with exercise prices below the average
share price for the period and 199,500 shares issuable upon the conversion
or our Preferred Stock.
3. Stockholders' Equity-transactions occurring in the quarter ended
September 30, 2004
Stock Issued for Cash
We issued 1,600,000 shares of our common stock for a total of $160,000 and
received the subscription of $13,181 for the balance due on shares issued
in March of 2004. The shares are not registered and subject to
restrictions as to transferability.
Stock Issued for Services
We issued 75,000 shares of our common stock in exchange for services.
The shares were valued at $11,400 or about $0.15 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.
4. New Accounting Standards
In March 2004 the Emerging Issues Task Force ("EITF") reached a final
consensus on EITF Issue No. 03-06, "Participating Securities and the
Two-Class Method under FAS 128, Earnings Per Share". Issue No. 03-06
addresses a number of questions regarding the computation of earnings
per share ("EPS") by companies that have issued securities other than
common stock that contractually entitle the holder to participate in
dividends and earnings of the company when, and if, it declares
dividends on its common stock. The issue also provides further guidance
in applying the two-class method of calculating EPS. It clarifies what
constitutes a participating security and how to apply the two-class
method of computing EPS once it is determined that a security is
participating, including how to allocate undistributed earnings to such
a security. EITF 03-06 is effective for the fiscal quarter ending
September 30, 2004. We do not anticipate that adopting EITF 03-06 will
have any impact on our financial statements.
Variable Interest Entities: In January 2003, the FASB issued
Interpretation No. 46, "Consolidation of Variable Interest Entities,
an interpretation of ARB 51" ("FIN 46"). The primary objectives of
FIN 46 were to provide guidance on the identification of entities for
which control is achieved through means other than through voting
rights and how to determine when and which business enterprise should
consolidate the variable interest entity ("VIE"). We adopted FIN 46 on
July 1, 2003. The implementation of FIN 46 did not have an impact on
the earnings or financial position of the Company.
In December 2004, the FASB issued SFAS No. 123 (revised 2004) "Share-Based
Payment," or SFAS No. 123(R). SFAS No. 123(R) revises FASB Statement
No. 123 "Accounting for Stock-Based Compensation," and supersedes APB
Opinion No. 25, and its related implementation guidance. This Statement
eliminates the ability to account for share-based compensation using the
intrinsic value method under APB Opinion No. 25. SFAS No. 123(R) focuses
primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. SFAS No. 123(R)
requires a public entity to measure the cost of employee services received
in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exceptions). That cost will be
recognized over the period during which an employee is required to provide
service in exchange for the award, known as the requisite service period,
which is usually the vesting period. SFAS No. 123(R) is effective for
companies filing under Regulation SB as of the beginning of the first
interim or annual reporting period that begins after December 15, 2005,
which for us will be our first quarter of the year ending December 31,
2006. We anticipate adopting SFAS No. 123(R) beginning in the quarter
ending March 31, 2006. Accordingly, the provisions of SFAS No. 123(R)
will apply to new awards and to awards modified, repurchased, or cancelled
after the required effective date. Additionally, compensation cost for the
portion of awards for which the requisite service has not been rendered
that are outstanding as of the required effective datemust be recognized
as the requisite service is rendered on or after the required effective
date. These new accounting rules will lead to a decrease in reported
earnings. Although our adoption of SFAS No. 123(R) could have a material
impact on our financial position and results of operations, we are still
evaluating the potential impact from adopting this statement.
Item 2. Management's Discussion and Analysis and Plan of Operation.
The following discussion includes certain forward-looking statements within
the meaning of the safe harbor protections of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Statements that include words such as "believe," "expect,"
"should," intend," "may," "anticipate," "likely," "contingent," "could,"
"may," or other future-oriented statements, are forward-looking statements.
Such forward-looking statements include, but are not limited to, statements
regarding our business plans, strategies and objectives, and, in particular,
statements referring to our expectations regarding our ability to continue
as a going concern, generate increased market awareness of, and demand for,
our current products, 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.
Our fiscal year ends on December 31. References to a fiscal year refer to
the calendar year in which such fiscal year ends.
OVERVIEW
The Company was organized in the State of New York, August 24,
1989. Its objective is to provide scheduled air transportation from
the U.S. to Russia, and former Soviet Union countries. In 1991,
the Department of Transportation (DOT) granted the Company routes
to provide non-stop passenger, cargo and mail service from JFK to
St. Petersburg and from JFK to Riga, with online service to Minsk,
Kiev and Tbilisi as well as back up service to Moscow. For lack of
sufficient working capital, the US Department of Transportation
terminated the Company's route authority without prejudice to
reapply when financing was in hand. Since such time, Baltia has engaged in
market research, operations development and planning, as well as
activities to raise requisite finances. These costs
are borne by Baltia shareholders and principals.
With the exception of the JFK - Moscow route, there exists no
non-stop competitive air transportation service on the routes for
which Baltia can reapply pending financing. Baltia intends to
supply full service, i.e. passenger, cargo and mail, and will
not be dependent upon one or a few major customers. Baltia has
two registered trademarks "BALTIA" and "VOYAGER CLASS"
and five trademarks subject to registration.
The accompanying consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company's
starting revenue operations is dependent upon its timely procuring
significant external debt and/or equity financing to fund its immediate and
nearer-term operations, and subsequently realizing operating cash flows from
ticket sales sufficient to sustain its longer-term operations and growth
initiatives.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of
operations are based upon our financial statements, which have been
prepared in accordance with accounting principles generally
accepted in the U.S. The preparation of our financial statements
requires us to make certain estimates, judgments and assumptions
that affect the reported amounts of assets and liabilities
at the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period. Our
estimates, judgments and assumptions are continually re-evaluated
based upon available information and experience. Because of the use
of estimates inherent in the financial reporting process, actual results
could differ from those estimates. Areas in which significant judgment
and estimates are used include, but are not limited to valuation of
long lives assets and deferred income taxes.
Valuation of Long-Lived Assets: We review the recoverability of our
long-lived assets, including buildings, equipment and intangible assets,
when events or changes in circumstances occur that indicate that the
carrying value of the asset may not be recoverable. The assessment of
possible impairment is based on our ability to recover the carrying value
of the asset from the expected future pre-tax cash flows (undiscounted
and without interest charges) of the related operations. If these cash
flows are less than the carrying value of such asset, an impairment loss
is recognized for the difference between estimated fair value and carrying
value. Our primary measure of fair value is based on discounted cash flows.
The measurement of impairment requires management to make estimates of these
cash flows related to long-lived assets, as well as other fair value
determinations.
We amortize the costs of other intangibles (excluding goodwill) over their
estimated useful lives unless such lives are deemed indefinite. Amortizable
intangible assets are tested for impairment based on undiscounted cash
flows and, if impaired, written down to fair value based on either
discounted cash flows or appraised values. Intangible assets with
indefinite lives are tested for impairment, at least annually, and
written down to fair value as required.
Stock-Based Compensation Plans: We account for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles
Board, or APB, Opinion No. 25, "Accounting for Stock Issued to Employees,"
or APB 25, and related interpretations. Under APB 25, compensation cost
is measured as the excess, if any, of the closing market price of our
stock at the date of grant over the exercise price of the option granted.
We recognize compensation cost for stock options, if any, ratably over
the vesting period. Generally, we grant options with an exercise price
equal to the closing market price of our stock on the grant date.
Accordingly, we have not recognized any compensation expense for our
stock option grants. We provide additional pro forma disclosures as
required under SFAS No. 123, "Accounting for Stock-Based Compensation,"
or SFAS 123, as amended by SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure an Amendment of FASB Statement
No. 123," or SFAS 148, using the Black-Scholes pricing model. We charge
the value of the equity instrument to earnings and in accordance with
FASB Interpretation No. 28, "Accounting for Stock Appreciation Rights
and Other Variable Stock Option or Award Plans an interpretation of
APB Opinions No. 15 and 25."
Income Taxes: We must make certain estimates and judgments in
determining income tax expense for financial statement purposes.
These estimates and judgments occur in the calculation of certain
tax assets and liabilities, which arise from differences in the
timing of recognition of revenue and expense for tax and financial
statement purposes.
Deferred income taxes are recorded in accordance with SFAS No. 109,
"Accounting for Income Taxes," or SFAS 109. Under SFAS No. 109,
deferred tax assets and liabilities are determined based on the
differences between financial reporting and the tax basis of
assets and liabilities using the tax rates and laws in effect
when the differences are expected to reverse. SFAS 109 provides
for the recognition of deferred tax assets if realization of
such assets is more likely than not to occur.
Realization of our net deferred tax assets is dependent
upon our generating sufficient taxable income in future
years in appropriate tax jurisdictions to realize benefit
from the carry-forwards. We have determined it more likely
than not that these timing differences will not materialize
and have provided a valuating allowance against substantially
all of our net deferred tax assets. Management will continue
to evaluate the realizability of the deferred tax asset and
its related valuation allowance. If our assessment of the
deferred tax assets or the corresponding valuation allowance
are to change, we would record the related adjustment to income
during the period in which we make the determination. Our tax
rate may also vary based on our results and the mix of income
or loss in domestic and foreign tax jurisdictions in which we
operate.
In addition, the calculation of our tax liabilities involves
dealing with uncertainties in the application of complex tax
regulations. We recognize liabilities for anticipated tax audit
issues in the U.S. and other tax jurisdictions based on our estimate
of whether, and to the extent to which, additional taxes will be due.
If we ultimately determine that payment of these amounts is unnecessary,
we will reverse the liability and recognize a tax benefit during the
period in which we determine that the liability is no longer
necessary. We will record an additional charge in our provision
for taxes in the period in which we determine that the recorded
tax liability is less than we expect the ultimate assessment to be.
RESULTS OF OPERATIONS
We had no revenues during the three months ended September 30, 2004 and 2003
because we do not fly any aircraft and cannot sell tickets.
Our general and administrative expenses increased $45,658 to $88,458 in the
three months ended September 30, 2004 as compared to $42,800 in the three
months ended September 30, 2003. This increase is mainly the result of
increased activity in preparing for air carrier certification. We also had a
depreciation of $3,202.
Primarily as a result of the foregoing, we incurred a net loss of $91,660
(Nil per basic and diluted share) in the three months ended September 30,
2004 as compared to a net loss of $46,002 (Nil per basic and diluted share)
in the three months ended September 30, 2003.
Our future ability to achieve profitability in any given future fiscal
period remains highly contingent upon us beginning flight operations. Our
ability to realize revenue from flight operations in any given future fiscal
period remains highly contingent upon us obtaining significant equity
infusions and/or long-term debt financing sufficient to fund leasing and
operating a Boeing 747. Even if we were to be successful in procuring such
funding, there can be no assurance that we will be successful in commencing
revenue operations or, if commenced, that such operations would be profitable.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we have incurred substantial operating and net losses,
as well as negative operating cash flows. As of September 30, 2004, our
working capital was $101,530 and our stockholders' equity was $111,136. This
reflects an increase from September 30, 2003 when our working capital was
$1,323 and our stockholders' equity was $23,737. We had a nominal
unrestricted cash balance of only $102,230 at September 30, 2004, as
compared to $2,022 at September 30, 2003.
Our operating activities utilized $30,461 in cash during the three months
ended September 30, 2004, a decrease of $9,328 from the $39,789 in cash
utilized during the three months ended September 30, 2003.
Our financing activities provided $221,148 and $55,493 in cash during the
three months ended September 30, 2004 and 2004, respectively.
As a result of the foregoing, our unrestricted cash increased by $100,208 to
$102,230 at September 30, 2004, as compared to $2,022 at September 30, 2003.
We had no significant planned capital expenditures, budgeted or otherwise,
as of September 30, 2004.
Item 3. Controls and Procedures.
As of the end of the period covered by this report, we conducted an
evaluation under the supervision and with the participation of our chief
executive officer and chief financial officer of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act). Based upon this evaluation, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures are
effective to ensure 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. There was no change in our internal controls
or in other factors that could affect these controls during our last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting. While 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.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended September 30, 2004, we issued 1,600,000 shares
of our common stock for a total of $160,000.
During the three months ended September 30, 2004, we issued 75,000 shares of
our common stock as compensation for services performed on our behalf.
The shares were valued at $11,400, or about $0.15 per share, and reflected
the share market value at the time of issuance.
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 of Baltia or executive
officers of Baltia, and transfer was restricted by iBiz in accordance with
the requirements of the Securities Act of 1933. 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. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information
None.
Item 6. 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 THIS 12TH DAY OF MAY, 2005
BALTIA AIR LINES, INC.
/s/ Igor Dmitrowsky
------------------------
Igor Dmitrowsky
Chief Executive Officer and Chief Financial Officer
(principal accounting officer)
EXHIBIT 31.1
BALTIA AIR LINES, INC.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Igor Dmitrowsky, the Chief Executive Officer and Chief Financial Officer
of Baltia Air Lines, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB 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 small business issuer'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 small business issuer 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 small business issuer,
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) Evaluated the effectiveness of the small business issuer'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 small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer'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 small business issuer'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 small business issuer's
internal control over financial reporting.
Date: May 12, 2005
/s/ Igor Dmitrowsky
------------------------
Igor Dmitrowsky
Chief Executive Officer and Chief Financial Officer
(principal accounting officer)
EXHIBIT 32.1
BALTIA AIR LINES, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report Baltia Air Lines, Inc. (the
"Company") on Form 10-QSB for the period ended September 30, 2004 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.
Date: May 12, 2005
/s/ Igor Dmitrowsky
------------------------
Igor Dmitrowsky
Chief Executive Officer and Chief Financial Officer
(principal accounting officer)