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 MARCH 31, 2005
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 [ ]
As of May 17, 2005 the issuer had 62,120,009 shares of common stock
outstanding.
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)
ASSETS
3/31/2005 12/31/2004
(Unaudited)
Current Assets
Cash $ 2,526 $ 36,036
Plant and Equipment
Equipment 60,191 60,191
Less Accumulated Depreciation (56,989) (53,787)
Net Property, Plant and Equipment 3,202 6,404
TOTAL ASSETS $ 5,728 $ 42,440
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Accounts Payable $ 1,000 $ 3,684
Equity
Preferred Stock 665 665
Common Stock 6,212 5,965
Paid-in-Capital 8,773,658 8,595,914
Deficit Accumulated During
Development Stage (8,775,807) (8,563,788)
Total Equity 4,728 38,756
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 5,728 $ 42,440
See notes to unaudited interim financial statements.
STATEMENT OF OPERATIONS
(A Development Stage Company)
Three Months Ended August 24, 1989
March 31, (Inception) to
2005 2004 March 31, 2005
(Unaudited) (Unaudited) (Unaudited)
Revenues 0 0 0
Costs & Expenses
General and
Administrative $ 208,817 $ 99,047 $ 6,404,823
FAA Certification 0 0 206,633
Training Expense 0 0 225,637
Depreciation $ 3,202 $ 3,202 $ 302,662
Other 0 0 568,245
Interest 0 0 1,066,659
Total expenses 212,019 102,249 8,774,659
Loss before income taxes (212,019) (102,249) (8,774,659)
Income Taxes 0 0 1,148
Deficit Accumulated During
Development Stage: $ (212,019) (102,249) $ (8,775,807)
Per share amounts:
Loss Nil Nil
Weighted Average Shares
Outstanding 61,828,787 53,914,812
See notes to unaudited interim financial statements.
STATEMENT OF CASH FLOWS
(A Development Stage Company)
Three Months Ended Aug 24, 1989
March 31, (inception) to
2005 2004 March 31, 2005
(Unaudited) (Unaudited) (Unaudited)
Cash flows from Operating Activities:
Deficit Accumulated During
Development Stage $(212,019) $ (102,249) $ (8,775,807)
Adjustments to reconcile net
loss to net cash provided by
operations:
Depreciation 3,202 3,202 302,662
Expenses paid by issuance of
common stock 169,500 52,450 300,352
(Increase) decrease in prepaid
expenses 0 0 400,301
Change in payables & accrued expenses (2,684) 0 3,152,481
Cash used by operating activities: (42,001) (46,597) (4,620,011)
Cash flows from investing activities:
Purchase of Equipment 0 0 (309,066)
Deposit on Airplane Lease 0 0 0
Cash used in investing activities: 0 0 (359,066)
Cash flows from financing activities:
Issuance of Common Stock 8,491 45,307 4,446,267
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: 8,491 45,307 4,931,603
Change in cash (33,510) (1,290) 2,526
Cash-beginning of period 36,036 2,432 0
Cash -end of period 2,526 1,142 2,526
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
MARCH 31, 2005
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, 2004
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 periods ended March 31, 2005 and 2004. 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 March 31, 2005, we
would have added 39,939,500 common equivalent shares, to the weighted
average shares outstanding to arrive at diluted weighted average shares
outstanding. This consists of 39,740,000 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 ended March 31, 2004, we
would have added 42,224,779 common equivalent shares, to the weighted
average shares outstanding to arrive at diluted weighted average shares
outstanding. This consists of 42,025,079 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
Stock Issued for Services
In 2005, we issued 2,260,000 shares of our common stock in exchange for
services. The shares were valued at $169,500 or about $0.07 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 Due to Exercise of Warrants & Options
During 2005 holders of 210,000 warrants exercised their option to acquire a
like amount of shares of Common Stock. The warrants were exercised at
various exercise prices and resulted in proceeds of $210.
4. New Accounting Standards
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 date must 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.
In December 2004, the FASB issued FASB Staff Position No. FAS 109-2, or FAS
109-2, "Accounting and Disclosure Guidance for the Foreign Earnings
Repatriation Provision within the American Jobs Creations Act of 2004." The
AJCA introduces a limited time 85% dividends received deduction on the
repatriation of certain foreign earnings to a U.S. taxpayer (repatriation
provision), provided certain criteria are met. FAS No. 109-2 provides
accounting and disclosure guidance for the repatriation provision. Although
FAS 109-2 is effective immediately, we have not begun our analysis and do
not expect to be able to complete our evaluation of the repatriation
provision until after Congress or the Treasury Department provides
additional clarifying language on key elements of the provision.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets an amendment of APB Opinion No. 29," which is effective for us
starting July 1, 2005. In the past, we were frequently required to measure
the value of assets exchanged in non-monetary transactions by using the net
book value of the asset relinquished. Under SFAS No. 153, we will measure
assets exchanged at fair value, as long as the transaction has commercial
substance and the fair value of the assets exchanged is determinable within
reasonable limits. A non-monetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a
result of the exchange. The adoption of SFAS No. 153 is not anticipated to
have a material effect on our consolidated financial position, results of
operations or cash flows.
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 are evaluating the potential
impact from adopting this statement.
In December 2003, the FASB released a revised version of Interpretation No.
46, "Consolidation of Variable Interest Entities" ("FIN 46") called FIN 46R,
which clarifies certain aspects of FIN 46 and provides certain entities with
exemptions from requirements of FIN 46. FIN 46R only slightly modified the
variable interest model from that contained in FIN 46 and did change
guidance in many other areas. FIN 46R was adopted and implemented in the
first quarter of fiscal 2004 and had no impact on the Company's financial
position or results of operations
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 funding. 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 March 31, 2005 and 2004
because we do not fly any aircraft and cannot sell tickets.
Our general and administrative expenses increased $109,770 to
$208,817 in the three months ended March 31, 2005 as compared to $99,047
in the three months ended March 31, 2004. This increase is mainly the
result of increased activity in preparing for air carrier certification.
Primarily as a result of the foregoing, we incurred a net loss of
$212,019 in the three months ended March 31, 2005 as compared to a net loss
of $102,249 in the three months ended March 31, 2004.
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 March 31, 2005, our
working capital was $1,526 and our stockholders' equity was $5,728. As
compared to March 31, 2004, our working capital increased from $442 at March
31, 2004 and our stockholders' equity decreased from $67,152 at March 31,
2004. We had unrestricted cash balance of $2,526 at March 31, 2005, as
compared to $1,142 at March 31, 2004.
Our operating activities utilized $42,001 in cash during the three months
ended March 31, 2005, a decrease of $4,596 from the $46,597 in cash utilized
during the three months ended March 31, 2004.
Our financing activities, from issuance of common stock, provided $8,491 and
$45,307 in cash during the three months ended March 31, 2005 and 2004,
respectively.
As a result of the foregoing, our unrestricted cash increased by $1,384 to
$2,526 at March 31, 2005, as compared to $1,142 at March 31, 2004.
We had no significant planned capital expenditures, budgeted or
otherwise, as of March 31, 2005.
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 March 31, 2005, we issued 2,260,000 shares of
our common stock in exchange for services performed on our behalf. The
shares were valued at $169,500 or about $0.07 per share, and reflected the
share market value at the time of issuance.
During the three months ended March 31, 2005, holders of 210,000 warrants
exercised such warrants in full and acquired a like amount of shares of
common stock. The warrants were exercised at various exercise prices and
resulted in aggregate proceeds of $210.
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 Baltia 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. 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 17TH 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 17, 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 March 31, 2005 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 17, 2005
/s/ Igor Dmitrowsky
------------------------
Igor Dmitrowsky
Chief Executive Officer and Chief Financial Officer
(principal accounting officer)