UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K/A

Amendment No. 1 - Dated: April 29, 2016

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, 2015
[   ] 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,
Terminal 4, Room 262.089, Jamaica, NY 11430

(Address of principal executive offices)

(718) 917-8052
(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, 2015 is $ 6,703,843
The number of shares of the registrant's common stock outstanding as of March 31, 2016 was 8,111,449,414

EXPLANATORY NOTE: This Amendment is filed to correct errors in Part Three - Item 12 which is filed herein in its entirety. The original filing did not have correct share totals for two of the officers, due to errors in the Forms 4 and 5 filed for them, and did not include the corrections found in last year's 10-K/A for fiscal year 2014 filed on September 10, 2015 wherein the errors were corrected. Only the Cover Page, the Table of Contents, the changed Part Three - Item 12 are included in this filing.
No other changes have been made to the Form 10-K. This Amendment speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures or exhibits made in the original Form 10-K or subsequent amendments, other than as stated above.


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

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

As of December 31, 2015, there were 7,555,755,534 shares of common stock, par value $0.0001 outstanding. The following table sets forth, as of December 31, 2015, 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 

*

11.272 

Russell Thal
26 Ridge Drive
Port Washington, NY 11050

36,254,600 

***

0.48 

Barry Clare
4319 215th St.
Bayside, NY 11361

147,003,998 

**

1.946 

Vick Luis Bolanos
633 Monroe St.
Riverside, NJ 08075

534,254,501 

7.071 

Walter Kaplinsky
2000 Quentin Rd.
Brooklyn, NY 11229

19,429,394

***

0.257 

Andris  Rukmanis
Kundzinsala, 8 Linija 9.
Riga, Latvia LV-1005

6,685,897

0.086 

Shares of all directors and executive officers as a group (6 persons)

1,595,065,509 

21.11%

Other 5% Owners

Common Shares Beneficially Owned

Percent of Total Outstanding, % 

John A. Drago
1911 Route 110,
Farmingdale, NY 11735

1,008,173,896

13.343 

* An error in the summation of the previously issued stock was discovered and corrected in a Form 5 filing on April 30, 2015.
** A share audit revealed error in the summation of the previously issued stock and this was corrected in a Form 5 filing on May 20, 2015.
*** These entries were misreported in the original filing, having been corrected last year in an share audit.

 

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Baltia Air Lines, Inc.

Date: April 29, 2016 

/s/ Russell Thal
Chairman and President
Russell Thal
(Principal Executive Officer)

/s/ Anthony D. Koulouris
Interim Chief Financial Officer
Anthony D. Koulouris
(Principal Accounting Officer)