UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Date of Report: September 10, 2015)

FORM 10-K/A

Mark One
[ X ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year ended December 31, 2014
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

BALTIA AIR LINES, INC.

(Exact name of Registrant as specified in its charter)

NEW YORK (State of Incorporation)	11-2989648 (IRS Employer Identification No.)
JFK International Airport, Building 151, Jamaica, NY 11430 (Address of principal executive offices) (718) 244 8880 (Registrant's telephone number, including area code)
Title of each class -None-	Name of each Exchange on which registered -None-
Securities Registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, (Title of Class)	$.0001 Par Value
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] - - No [X]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [   ] - - No [X]
Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] - - No [  ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [X] - - No [  ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [   ] Non-accelerated filer [   ]	Accelerated filer [  ] Smaller reporting company  [X]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934).  Yes [ ]   No [X]
The aggregate market value of the voting common equity held by non-affiliates as of December 31, 2014 is $42,085,431
The number of shares of the registrant's common stock outstanding as of March 20, 2015 was 5,806,560,449

EXPLANATORY NOTE: This amendment is made to submit the audited financial statements and financial notes as reviewed by the Company's new certifying accountant, with his certifying report, and to correct Items 9, 12, and 13 of the Company's filed 10-K report, filed on April 15, 2015. While the basic financial statements are unchanged for both years 2013 and 2014 in this filing, there are minor corrections in the notes to those statements. In addition to the corrections identified by the new auditing accountant, this amendment includes corrections resulting from a recent review of the issued shares of the Company. This review identified several miscalculations with respect to four of the officers of the Company, one mathematical error, and several corrections based on a misunderstanding of the report from the Transfer agent, and non-recognition of shares previously owned by one of the officers. This filing is made in its entirety, including new XBRL exhibits, though it incorporates by reference contract exhibits previously filed with the original unaudited 10-K.

TABLE OF CONTENTS

PART 1
Item 1.	Business
Item 1A.	Risk Factors
Item 1B.	Unresolved Staff Comments
Item 2.	Properties
Item 3.	Legal Proceedings
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.	Selected Financial Information
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
Item 8.	Financial Statement Supplementary Data
Item 9.	Changes in and Disagreements with Accountants on Accounting And Financial Disclosures
Item 9A	Controls and Procedures
Item 9B	Other Information - Required FD Disclosure of Nonpublic Material Information
PART III
Item 10.	Directors and Executive Officers of the Registrant
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.	Certain Relationships and Related Transactions
Item 14.	Principal Accountant Fees and Services
PART IV
Item 15.	Financial Statements and Other Exhibits

---

PART I

Item 1. Business.

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 $500,000,000 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 and SAS are the leading competitors in the US-Russia market. KLM, British Airways, Air France, Austrian Airlines, Ukraine Airlines and Swiss International also provide service. United Airlines code shares with Swiss International and Lufthansa 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 three-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 December 31, 2014, Baltia's staff of thirty-one includes professionals with airline experience.

administration.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 1B. Unresolved Staff Comments.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Properties.

The Company rents space at Concourse A, Terminal 4, JFK International Airport and has headquarters at Building 151, JFK Airport. Baltia has an office space in Pulkovo Airport, St. Petersburg, Russia. In addition, in 2012, Baltia opened its operations office in at Willow Run Airport, Ypsilanti, Michigan.  

Item 3. Legal Proceedings.

None. 

Item 4. Reserved

PART II.

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The following table sets forth the high and low sales prices, as quoted by the OTCBB, for our common stock for each quarter during our two most recent fiscal years ended December 31, 2013 and 2014. These quotations reflect inter-dealers prices, without retail mark-ups, mark-downs or commissions, and may not represent actual transactions.

Fiscal Quarter Ended	High	Low
March 31, 2013	.04	.01
June 30, 2013	.03	.02
September 30, 2013	.02	.01
December 31, 2013	.02	.01
March 31, 2014	.04	.01
June 30,2014	.03	.02
September 30, 2014	.02	.01
December 31, 2014	.02	.01

The Company currently estimates that there are approximately 5,400 holders of record of its common stock. Given its continuing need to retain any earnings to fund its future operations and desired growth, the Company has not declared or paid, nor does it currently anticipate declaring or paying for the foreseeable future, any dividends on the Company's common stock.

Baltia plans to increase its fleet of airplanes after initiating revenue service but currently has no specific equity purchase plan, written purchase, savings, option, bonus, appreciation, profit sharing, thrift, incentive, or pension.

Item 6. Selected Financial Information.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Statements in this discussion 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.

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 on August 24, 1989. Its objective is to provide scheduled air transportation from the U.S. to Russia, and former Soviet Union countries.

Baltia is currently in Phase III of the FAA Air Carrier Certification. Upon completion of the Air Carrier Certification, Baltia intends to commence scheduled non-stop service from its Base of Operations at Terminal 4, JFK Int'l Airport in New York to Pulkovo II Int'l Airport of St. Petersburg.

The accompanying 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 has minimum cash available for payment of ongoing operating expenses and it has incurred operating losses and experienced negative cash flows from operations since inception. The Company has funded its activities through December 31, 2014 almost exclusively from debt and equity financings. For the years ended December 31, 2014 and 2013, the Company raised approximately $9.9 and $4.1 million, respectively, from private placements, funds needed to continue with the certification process, a process that must be completed before it can commence revenue service. In addition to raising funds from private placements, the Company issued common stock to pay certain operating expenses.

The Company's operational success may be 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.

PLAN OF OPERATION

As indicated above, we continued to finance our operations through the issuance of our common stock during 2013 and 2014. Until revenue operations begin, our monthly expenditures for administrative and regulatory compliance can be controlled at about $700,000-$1,000,000. At the time flight service is inaugurated, the Company plans to employee approximately 30 management and 50 crew members and staff.

While the Company believes it will be successful in obtaining the necessary financing to fund its operations, there are no assurances that such additional funding will be achieved and that it will succeed in its future operations. If adequate funds are not available or are not available on acceptable terms, we may not be able to fund operations

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-lived 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

The Company complies with FASB ASC Topic 718 Compensation - Stock Compensation, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC Topic 718 requires an 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 the requisite service period (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available). If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification.

Our primary type of share-based compensation consists of stock-based awards. We use the fair value method in accordance with ASC 718. We also may use stock options. We use the Black-Scholes option pricing model in valuing options. No stock options were issued during the year ended December 31, 2014. All outstanding stock options were canceled in 2012.

Income taxes

Income taxes are recorded in accordance with ASC Topic 740, Accounting for Income Taxes ("ASC 740"), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company determines its deferred tax assets and liabilities based on differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.

The determination of the Company's provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company's financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from tax authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate.

In accordance with GAAP, The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months

Generally, the tax filings are no longer subject to income tax examinations by major taxing authorities for years before 2011.

RESULTS OF OPERATIONS

We had no revenues during the fiscal years ended December 31, 2013 and 2014, because (1) we did not fly aircraft in passenger, charter, or freight service, and (2) we could not sell tickets for those services

For the years ended December 31, 2014 and 2013, general and administrative expenses were $13,820,392 and $5,910,517, respectively, an increase of $7,909,875, or 133.8%. This increase resulted from the general and administrative costs incurred in connection with aircraft maintenance.

FAA certification costs increased $585,216, or 71.8% for the year ended December 31, 2014 from $814,982 reported for the year ended December 31, 2013. This increase resulted from the additional costs incurred for FAA certification activities in connection the air certification process.

We reported net losses of $15,403,415 and $6,868,196 for the years ended December 31, 2014 and 2013, respectively, an increase of $8,535,219 or 125%. This increase is primarily attributable to the $7,909,875 increase in general and administrative expenses and the $585,216 increase in FAA certification costs, which have been incurred in completing Phase II and starting Phase III of the FAA Flight Certification Process. In order to comply with the requirements of Phase III of the certification process, the Company needed to engage experienced flight crew, administrative and support staff, and other required personnel.

Our future ability to achieve profitability in any given future fiscal period remains highly contingent upon our beginning flight operations. Our ability to realize revenue from flight operations in any given future fiscal period remains highly contingent upon our obtaining significant equity infusions and/or long-term debt financing sufficient to fund initial operations. 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 December 31, 2014, we had cash of $185,613 an increase of $174,064 from the cash balance of $11,549, reported at December 31, 2013. At December 31, 2014, our stockholders' deficit was $1,777,773, an increase of $1,475,245 from the stockholders' deficit balance of $302,528 reported at December 31, 2013.

Our operating activities utilized $9,140,945 in cash during the fiscal year ended December 31, 2014, an increase of $5,047,672 from the $4,093,273 in cash utilized during the fiscal year ended December 31, 2013.

Our financing activities provided $9,894,043 and $4,132,514 in cash during the fiscal year ended December 31, 2014 and 2013, respectively.

We had no significant planned capital expenditures, budgeted or otherwise, as of December 31, 2014, except continuous support in air carrier certification activities.

Off-Balance Sheet Arrangements: We do not have any off-balance sheet arrangements which have, or are reasonably likely to have, an effect on our financial condition, financial statements, revenues or expenses.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 8. Financial Statement Supplementary Data.

None. 

Item 9. Changes in and Disagreements with Accountants on Accounting And Financial Disclosures

As reported by Form 8-K filed April 14, 2014, the Company changed its certifying accountant as the prior certifying auditor withdrew due to time constraints created by the Company.

On April 9, 2015, Baltia's independent auditor, Mr. Terry L. Johnson, having completed his financial reports for the audit, advised the Company that he was unable to certify the filing. The Company could not complete a new audit prior to the deadline, and hired a new auditor, Mr. John Scrudato, as reported on Form 8-K filed June 24, 2015. The audited financial statements and certification by the new auditor are filed in this amendment.

Item 9A(T). Controls and Procedures.

Evaluation of Disclosure 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 and 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 and 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.

Management's Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2014.  Based on this evaluation, our management concluded that, as of December 31, 2014, our internal control over financial reporting was effective.

Changes in Internal Control Over Financial Reporting. 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.

Item 9B. Other Information.

None.

PART III

Item 10. Directors and Executive Officers of the Registrant.

The following table summarizes certain information with respect to the executive officers and directors of the board: 

Name	Age	Position
Igor Dmitrowsky	60	President, CEO, CFO, Chairman of the Board
Russell Thal	81	Executive Vice President
Barry Clare	56	Vice President Finance
Walter Kaplinsky	77	Secretary, Director
Andris Rukmanis	53	Vice President Europe, Director
Vick Luis Bolanos	55	Director

Our directors serve until the next annual meeting and until their successors are elected and qualified. Our officers are appointed to serve for one year until the meeting of the board of directors following the annual meeting of stockholders and until their successors have been elected and qualified. There are no family relationships between any of our directors or officers.

A. Board of Directors:

Igor Dmitrowsky

Igor Dmitrowsky, chairman and president, chief executive officer and CFO, founded the Company in August 24, 1989. Managing daily operations of the Company has been his full-time occupation and executive profession throughout those years.

No organization to which Mr. Dmitrowsky has been associated is a parent, subsidiary or other affiliate of Baltia Air Lines.

Walter Kaplinsky 

Walter Kaplinsky is a retired engineer and has been director and corporate secretary since 1993. No organization to which Mr. Kaplinsky has been associated is a parent, subsidiary or other affiliate of Baltia Air Lines.

No organization to which Mr. Kaplinsky has been associated is a parent, subsidiary or other affiliate of Baltia Air Lines.

Andris Rukmanis

Andris Rukmanis, director and vice president Europe, is and has been for more than twenty years a full-time qualified licensed attorney in Latvia, specializing in business law, and has been a Director of the Company since 1990. No organization to which Mr. Rukmanis has been associated is a parent, subsidiary or other affiliate of Baltia Air Lines.

Vick Luis Bolanos 

Vick Luis Bolanos, has served as director since 2009. He is, and has been, president and chairman of Eastern Construction & Electric, Inc. throughout those years. No organization to which Mr. Bolanos has been associated is a parent, subsidiary or other affiliate of Baltia Air Lines.

B. Executive Officers In Addition to Mr. Dmitrowsky, Mr. Kaplinsky, and Mr. Rukmanis:

Russell Thal 

Russell Thal, executive vice president, joined the Company in year 2000 and has since been working for Baltia. No organization to which Mr. Thal has been associated is a parent, subsidiary or other affiliate of Baltia Air Lines, Inc.

Barry Clare

Barry Clare, vice president of finance, joined the Company in 2006 and has been working with Baltia since 2006. No organization to which Mr. Clare has been associated is a parent, subsidiary or other affiliate of Baltia Air Lines, Inc.

C. Nominations for Director:

No recent nominations.

Item 11. Executive Compensation.

Minimal weekly base salaries of $500 plus bonuses have been paid to executive officers commencing the second quarter of fiscal year ended December 31, 2014. No executive officer was paid a base salary in fiscal year ended December 31, 2013, though other compensation was paid. During the fiscal year ended December 31, 2014, no executive options were granted.

During the fiscal year ended December 31, 2014, no executive stock options were issued or exercised.

No shares were issued to executive officers in 2014.

In 2013, the Company issued a total of 19,000,000 of its $.0001 par value common stock to an executive officer and a member of the board of directors. These shares were awarded as bonus fully earned and non-assessable, and containing no future earned performance or forfeiture requirements. Of this, 19,000,000 total, 18,000,000 of the shares, valued at $180,000 were issued to the Company's president and CEO, Igor Dmitrowsky.

SUMMARY COMPENSATION TABLE

Name & Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock awards* ($) (e)	Option awards* ($) (f)	Non-equity incentive plan compensation ($) (g)	Change in Pension Value and Non-qualified deferred compensation ($) (h)	All Other Compensation ($)** (i)	Total ($) (j)
Igor Dmitrowsky President, CEO	2014 2013	$ 19,600 0	$ 102,000 0	$ 0 180,000	$ 0 0	$ 0 0	$ 0 0	$ 0 27,853	$ 121,600 207,853
Barry Clare Vice-President	2014 2013	$ 20,850 0	$ 0 0	$ 0 16,200	$ 0 0	$ 0 0	$ 0 0	$ 748,511 443,550	$ 769,361 459,730
Russell Thal Vice-President	2014 2013	$ 83,800 0	$ 0 0	$ 0 0	$ 0 0	$ 0 0	$ 0 0	$ 24,000 46,500	$ 107,800 46,500
Walter Kaplinsky Secretary	2014 2013	$ 0 0	$ 0 0	$ 0 0	$ 0 0	$ 0 0	$ 0 0	$ 11,968 15,800	$ 11,968 15,800
Andris Rukmanis VP, Europe	2014 2013	$ 0 0	$ 0 0	$ 0 0	$ 0 0	$ 0 0	$ 0 0	$ 0 0	$ 0 0

* These columns represent the grant date fair value of the awards as calculated in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The fair value of these equity awards on the date of grant was approximately $0 and $196,200 for stock awards for the years ended December 31, 2014 and 2013, respectively.

** During the year ended December 31, 2013, Mr. Dmitrowsky was charged additional compensation of $15,000, which represents one-hundred percent of the rent the Company paid for its original corporate headquarters. In addition, during the years ended December 31, 2014 and 2013, Mr. Dmitrowsky received salary and other compensation of $121,600 and $12,853 respectively for services provided to the Company.

** Mr. Clare was paid salary and other compensation of $769,361 and $427,350 for the years ended December 31, 2014 and 2013, respectively, which represents amounts paid him for exceptional services rendered.

** Russell Thal earned salary and other compensation of $107,800 and $46,500 for services provided the Company during the years ended December 31, 2014 and 2013.

** Mr. Kaplinsky was paid additional compensation of $11,968 and $15,800 for services provided the Company during the years ended December 31, 2014 and 2013.

EMPLOYMENT AGREEMENTS

The Company has no individual employment agreements with any of its executive officers or employees in effect at this time.

Future Compensation of Executive Officers

The board of directors approves salaries for the Company's executive officers as well as the Company's overall salary structure. For year one following commencement flight operations, the rate of compensation for the Company's executive officers is expected to be: president $420,000, executive vice president $230,000, vice president-finance $270,000.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of December 31, 2014, there were 5,582,213,346 shares of common stock, par value $0.0001 outstanding. The following table sets forth, as of December 31, 2014, the ownership of the Company's Common Stock by (i) each director and officers of the Company, (ii) all executive officers and directors of the Company as a group, and (iii) all other persons known to the Company to own more than 5% of the Company's Common Stock. Each person named in the table has or shares voting and investment power with respect to all shares shown as beneficially owned by such person.

Directors and Officers	Common Shares Beneficially Owned	Percent of Total Outstanding, %
Igor Dmitrowsky 63-26 Saunders St., Suite 7-I Rego Park, NY 11374	851,654,266	15.257
Russell Thal 26 Ridge Drive Port Washington, NY 11050	36,254,600	0.65
Barry Clare 4319 215th St. Bayside, NY 11361	133,253,998	2.39
Vick Luis Bolanos 633 Monroe St. Riverside, NJ 08075	448,025,001	8.03
Walter Kaplinsky 2000 Quentin Rd. Brooklyn, NY 11229	19,429,394	0.35
Andris  Rukmanis Kundzinsala, 8 Linija 9. Riga, Latvia LV-1005	6,468,750	0.12
Shares of all directors and executive officers as a group (6 persons)	1,495,086,009	26.78%
Other 5% Owners	Common Shares Beneficially Owned	Percent of Total Outstanding, %
John A. Drago 1911 Route 110, Farmingdale, NY 11735	322,651,000	5.78

Item 13. Certain Relationships and Related Transactions.

Mr. Vick Luis Bolanos was elected to the Baltia board of directors while he was, and remains, president and chairman of Eastern Construction & Electric, Inc. The transaction between Baltia and Eastern was made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender; and did not involve more than the normal risk of collectibility or present other unfavorable features. This transaction is discussed further in Note 8 to the Financial Statements infra .

On December 1, 2010, the Company entered into a loan arrangement with a company owned or controlled by one of our directors for a total amount of $1,150,000. The Company issued a note ("Note") bearing interest at 9% per annum, payable quarterly, with a maturity date of March 31, 2013. Under terms of the Note dated December 1, 2010, the Company was obligated to repay the $1,150,000 prior to the maturity date upon raising $4 million or from proceeds of operating revenue. In connection with the terms of the Note, the Company issued the lender 6.8 million shares of common stock and 3.4 million warrants. The Company recorded the relative fair value of the shares and warrants of $294,297 as additional paid-in capital and established a discount on the debt. The discount was amortized over 24 months at an effective rate of 14.98%. The note is secured by aircraft to a limit of $2.9 million.

On March 31, 2013, the repayment terms of the Note were modified, wherein the Company is obligated to repay the principal amount of $1,150,000 to the lender on or before the second anniversary of the date upon which the Company commences its revenue flight operations. The modification further provides that the Company will pay accrued interest to date on or before the first anniversary of the date upon which the Company commences its revenue flight operations. There were no other changes to the terms of the original note.

The principal of $1.150 million remained outstanding during 2014 and accrued interest of $515,325 was outstanding as of December 31, 2014. By agreement of Parties, no interest was paid in 2014, and the rate of interest is 9% per annum. An amended, agreement was concluded and submitted in Company's 10-Q filing for 3rd quarter 2013, filed November 19, 2013, Exhibit 10.18 therein.

During the year ended December 31, 2014 and 2013, the Company issued 0 and 19,000,000, respectively, restricted shares of its $0.001 par value common stock to officers and directors. These restricted shares were valued at $0 and $1,980,000, respectively, or a weighted average price of approximately $ 0 and $0.018 per share, respectively. Its president and CEO was charged additional compensation of $ 0 and $15,000, which represents one hundred percent of the rent the Company paid for its original corporate headquarters during the years ended December 31, 2014 and 2013, respectively. Also, during the years ended December 31, 2014 this officer received salary of $121,600 and for the year ended December 31, 2013 received other compensation (in lieu of salary) of $12,853. A second officer, vice president - finance, was paid salary and additional compensation of $769,361 and $427,350 for the years ended December 31, 2014 and 2013, respectively, which represents amounts paid him for services in connection with the formation of new equity capital. A third officer, vice president, was paid additional compensation of $107,800 and $46,500 for services provided the Company during the years ended December 31, 2014 and 2013, respectively. A fourth officer, corporate secretary, was additional compensation of $11,968 and $15,960 for services provided the Company during the years ended December 31, 2014 and 2013, respectively.

During 2014, Eastern Construction and Electric, Inc. of which Mr. Vick Luis Bolanos was elected and remains, president and chairman, purchased 190,000,000 shares of common stock for a total of $1,200,000 in four separate transactions.

Cash Investments: The Company has accepted investments involving cash, but in order to facilitate market transactions and investor transparency, the Company will be limiting such practice or disclosing any significant series of transactions. Accredited investor Dr. Paul Ackerman has been issued shares using both cash and check as follows. On April 14, 2013, he invested $4,000 cash and $6,000 check for 2,000,000 shares. On January 26, 2014, he paid $20,000 in cash for 4,000,000 shares. On February 8, 2014, he paid $10,000 in cash for 2,000,000 shares. On February 22, 2014, he paid $20,000 in cash for 4,000,000 shares. On March 1, 2014, he paid $30,000 in cash for 3,000,000 shares. On April 5, 2014, he paid $10,000 in cash for 1,000,000 shares. On April 7, 2014, he paid $10,000 in cash for 2,000,000 shares. On May 5, 2014, he invested $4,000 in cash and $6,000 by check in purchasing 1,000,000 shares. On June 8, 2014, he invested $8,000 in cash and $12,000 by check in purchasing 2,000,000 shares. On June 29, 2014, he paid $10,000 in cash for 1,000,000 shares. On July 12, 2014, he invested $10,000 in cash and $10,000 by check in purchasing 2,000,000 shares. On July 19, 2014, he invested $4,000 in cash and $6,000 by check in purchasing 1,000,000 shares. On July 26, 2014, he invested $10,000 in cash and $10,000 by check in purchasing 2,000,000 shares. Pursuant to these investments, Dr. Ackerman was issued share certificates 5164, 5177, 5196, 5256, 5322, 5399, 5400, 5545, 5574, 5582, 5583, 5634.

Item 14. Principal Accountant Fees and Services.

Services Provided	2014	2013
Audit Fees	$ 12,000	$ 11,500
Audit-Related Fees	0	0
Tax Fees	10,000	0
All other Fees	0	0
Total	$ 22,000	$ 11,500

Audit Fees  

The aggregate fees billed for the year that ended on December 31, 2014 for professional services rendered by the independent auditor for the audit of our annual financial statements and review of financial statements included in our Form 10-Q, or services that are normally provided by the accountant in connection with the statutory and regulatory filings or engagements for such fiscal year, amount to approximately $12,000.

The aggregate fees billed for the year that ended on December 31, 2013 for professional services rendered by the independent auditor for the audit of our annual financial statements and review of financial statements included in our Form 10-Q, or services that are normally provided by the accountant in connection with the statutory and regulatory filings or engagements for such fiscal year, amount to approximately $11,500.

Audit -Related Fees

For the years ended on December 31, 2014 and 2013, there were no fees billed for assurance and related services by the independent auditor that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Item 9(e) (1) of Schedule 14A.

Tax Fees

The aggregate fees billed during the fiscal years ended December 31, 2014 and 2013, for professional services rendered by our principal independent accountant for tax compliance, tax advice and tax planning were $10,000 and $0 respectively.

All Other Fees

For the year ended December 31, 2014 and 2013 there were no fees billed for products and services by the principal independent accountant (other than services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A).

---

PART IV.

 

Item 15. Exhibits and Financial Statements. 

APPENDIX A - Financial Statements for the Years Ended December 31, 2014 ad 2013  

Report of Independent Registered Accounting firm	F-1
Balance Sheet as of December 31, 2014 and 2013	F-2
Statement of Operations for the years ended December 31, 2014 and 2012, and the period August 29, 1989 (inception) to December 31, 2014	F-3
Statement of Changes of Stockholders' Equity for the years ended December 31, 2008 through 2014	F-4
Statement of Cash Flows for the years ended December 31, 2014 and 2013, and the period August 9, 1989 (inception) to December 31, 2014	F-5
Notes to Financial Statements	F-6 to F-16

 

 

 

 

 

 

 

 

 

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Years Ended December 31, 2014 and 2013 

Scrudato & Co., PA
CERTIFIED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Baltia Air Lines, Inc.

We have audited the accompanying balance sheet of Baltia Air Lines, Inc. as of December 31, 2014 and 2013 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Baltia Air Lines, Inc. at December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 9, the Company has incurred significant accumulated deficits, recurring operating losses and a negative working capital. This and other factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ John Scrudato CPA

Califon, New Jersey
September 8, 2015

7 Valley View Drive Califon, New Jersey 07830
----------------------------------------------------------
Registered Public Company Accounting Oversight Board Firm

 

 

F-1

---