UNITED STATES SECURITIES AND EXCHANGE COMMISSION        Washington, DC 20549      

##         FORM 10-K/A      

        Date of Report: **June 20, 2012**

| 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, 2011**                                                         |
| [   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)                OF THE SECURITIES EXCHANGE ACT OF 1934 |
|            | For the transition period from _____ to _____                                                           |

###         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 April                10, 2012 is $31,233,039.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **  The number of shares of the registrant's                common stock outstanding as of April 10, 2012 was                1,909,599,529.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ****
**EXPLANATORY NOTE (2nd AMENDED FILING):**

                Certain clerical errors were discovered in the 10-K                filing made on June 20, 2012, in particular, in                **PART III, Item 11 Executive Compensation**,                transposition of years of issuance and the number                of stock shares, incorrect calculations,                inconsistent with the financial statements and                notes. The numbers have been corrected in this Item                and no other changes in the filing have been made,                with the incorrect numbers [XbracketedX}                and the correct numbers **in bold**. |

----

###         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                                                                                                                          |
| **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") is a Part 121 (heavy jet operator)        start-up United States airline with Government fitness        approval and is currently conducting the FAA Air Carrier        Certification. Upon completion of the Air Carrier        Certification, Baltia will 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.Baltia Air Lines, Inc. was        organized in the State of New York on August 24, 1989.      

        On December 19, 2008, the U.S. Department of Transportation        (DOT) issued its Order to Show Cause, finding that Baltia        Air Lines is fit, willing and able to engage in        international air transport of persons, property and mail.        Baltia was awarded the non-stop route from JFK        International Airport, New York, New York to Pulkovo        International Airport, St. Petersburg Russia. Baltia was        also authorized for worldwide charter services. Baltia had        filed its application with the DOT in October 2007.      

        On March 20, 2009 the DOT awarded Baltia Air Lines its        initial frequencies for flights from JFK to St. Petersburg.      

        On August 18, 2009, the Company purchased its first Boeing        747 aircraft from Logistic Air, Inc.      

        In the first quarter of 2010, we leased engines on a power        by the hour basis from Logistic Air, Inc. The engines have        been delivered and installed on the aircraft.      

        In the last quarter of 2010, we purchased our second Boeing        747 aircraft from Kalitta Air.      

        Baltia currently carries $500,000,000 aircraft liability        insurance, and has placed $1.2 billion airline liability        insurance through JLT Aerospace meeting the regulatory        requirement in preparation for the commencement of revenue        service. The Company 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. Baltia has two registered trademarks        "BALTIA" and "VOYAGER CLASS" and five trademarks are        subject to registration.      

        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, and Swiss International also provide        service. However, foreign carriers are required to have        intermediate stops at transit airports in their respective        countries (Helsinki, Frankfurt, Stockholm, Copenhagen,        etc.) because they are "third nation" airlines and as such        cannot fly directly between the US and Russia (only a US        airline as well as a reciprocating Russian airline is        eligible to fly nonstop). 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.      

        Baltia's objective is to establish itself as the leading        non-stop carrier in the market niche over the North        Atlantic with operations with profitable growth over time.        In order to accomplish this objective, we intend to        establish and maintain high quality service standards which        we believe will be competitive with the European airlines        currently providing connecting flights. Baltia does not        expect to be in direct competition with deep discount        airlines, including several East European airlines and the        offspring of the former Soviet airline Aeroflot, which        provide connecting flights.      

        Baltia intends to provide First, Business, and Voyager        Class accommodations. Baltia's passenger market strategy is        tailored to particular preferences of the various segments        of its customer base, with marketing attention particularly        focused on American business travelers with interests in        Russia who require high quality, non-stop service from the        US to Russia.      

        Baltia's initial marketing strategy is based on existing        agencies specializing in the market, selected travel and        business publications, supplemented by direct mailings to        corporate travel planners, and individual American        businesses that are currently involved in Russia. Soon        after the inauguration of flight service, Baltia plans to        implement its frequent flyer program. As the marketing        matures, Baltia plans to advertise to the general public        throughout the US, and in Russia. Baltia also plans to        sponsor selected industry and trade events in the US and in        St. Petersburg.      

        Baltia intends to provide customer service and reservations        centers in New York and in St. Petersburg, to list Baltia's        schedules and tariffs in the Official Airline Guide, and        provide world-wide access to reservations on Baltia's        flights through a major Computer Reservations and Ticketing        System ("CRS").      

        The Company intends to activate its reservations service        when the DOT issues its order authorizing Baltia to sell        tickets (expected to be approximately 30 to 45 days before        the inaugural flight).      

        Baltia has identified the following market segments in the        U.S.-Russia market: (i)        Business Travelers, (ii) General Tourism, (iii) Ethnic        Travelers, (iv) Special Interest Groups, (v) Professional        Exchanges, and (vi) Government        and Diplomatic Travel.      

        Baltia believes that the direct non-stop service to be        offered by it will be superior to the stop-over service        currently offered by foreign airlines. A comparison between        the two 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, stop-over journeys:      

        With stop-over service, it would take a passenger 10 to 18        hours to fly through Helsinki, Copenhagen, Moscow, or        Frankfurt on a foreign carrier. 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.      

        Because of the increased reliability and comfort of a        non-stop flight, Baltia expects to capture a portion of the        existing traffic.      

        With the Boeing 747 wide-body aircraft Baltia intends to        provide cargo service from JFK to St. Petersburg, offering        containers, pallets, and block space arrangements. Baltia        expects to carry contract cargo for express shippers.        Baltia also plans to market its own "Baltia Courier",        "Baltia Express", and "Baltia Priority" express service for letters and        packages. Baltia also expects revenues from diplomatic mail        and cargo, under the Fly America Act.      

        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.      

Additional revenues from charter        flying. Concurrently with with its Part 121 air carrier        certification ("Part 121") for scheduled service, Baltia is        certifying for world wide        charter service. Baltia plans to utilize aircraft time        available between scheduled service, to earn additional revenues        from charters. We may also qualify our aircraft for        military contracts.      

        As of December 31, 2011, Baltia's staff of twenty-five        includes professionals who have extensive major US airline        experience in aircraft maintenance, airline operations,        airline regulatory compliance, reservation, info        technology, passenger service, and 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.      

##### 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, 2009 and 2010. 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, 2010              | .09             | .08              |
| June 30, 2010               | .08             | .04              |
| September 30, 2010          | .08             | .04              |
| December 31, 2010           | .05             | .04              |
| March 31, 2011              | .04             | .04              |
| June 30, 2011               | .04             | .04              |
| September 30, 2011          | .05             | .04              |
| December 31, 2011           | .05             | .04              |

        The Company currently estimates that there are more than        800 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.      

        The Company currently has no equity compensation plans, no        written purchase, savings, option, bonus, appreciation,        profit sharing, thrift, incentive, pension or similar plan        or written compensation contracts.      

##### 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.

        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 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 conducting the FAA Air Carrier        Certification process. 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.      

        Baltia intends to provide 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        has capital which management believes is sufficient to        start revenue operations on the JFK-St. Petersburg route.        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      

        We believe that we have sufficient capital to commence        revenue flight operations. During 2011 and into 2012 we        continued to finance our operations through the issuance of        our common stock. Until revenue operations begin, our        monthly expenditures for administrative and regulatory        compliance can be controlled at about $100,000-$200,000.        Based on current reserves we believe we have sufficient        capital to support our development stage operations through        the end of 2011.      

        In 2012 we plan to raise $5 to $8 million in additional        financing in order to support revenue flight operations.        Based on our prior experience with certification and        current preparations management believes that the launch        budget, previously reviewed by the DOT, will be adequate to        complete certification and to commence flight service.        Approximately $1,500,000 is budgeted for certification        tasks, and $500,000 for general and administrative        expenses. At the time flight service is inaugurated the        Company plans to have approximately 20 management and 45        staff personnel.      

        There can be no assurance that additional financing will be        available on terms favorable to us or at all. 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.      

        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. The inputs for the        valuation analysis of the options include the market value        of the Company's common stock, the estimated volatility of        the Company's common stock, the exercise price of the        warrants and the risk free interest rate.      

| Year | Interest Rate | Dividend Yield | Expected Volatility | Expected                 Life in Years |
|------|---------------|----------------|---------------------|----------------------------------------|
| 2010 | 4.4%          | 0.00%          | 200%                | 1                                      |
| 2011 | 3.0%          | 0.00%          | 200%                | 5                                      |

        Income taxes: The Company accounts for income taxes in        accordance with FASB ASC Topic 740 "Income Taxes," which        requires accounting for deferred income taxes under the        asset and liability method. Deferred income tax asset and        liabilities are computed for difference between the        financial statement and tax bases of assets and liabilities        that will result in taxable or deductible amounts in the        future based on the enacted tax laws and rates applicable        to the periods in which the differences are expected to        affect taxable income. Valuation allowances are        established, 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 is required to        determine whether a tax position of the Company is more        likely than not to be sustained upon examination by the        applicable taxing authority, including resolution of any        related appeals or litigation processes, based on the        technical merits of the position. The tax benefit to be        recognized is measured as the largest amount of benefit        that is greater than fifty percent likely of being realized        upon ultimate settlement. De-recognition of a tax benefit        previously recognized could result in the Company recording        a tax liability that would reduce stockholders equity. This        policy also provides guidance on thresholds, measurement,        de-recognition, classification, interest and penalties,        accounting in interim periods, disclosure, and transition        that is intended to provide better financial statement        comparability among different entities. Management's        conclusions regarding this policy may be subject to review        and adjustment at a later date based on factors including,        but not limited to, on-going analyses of and changes to tax        laws, regulations and interpretations thereof. Generally,        the tax filings are no longer subject to income tax        examinations by major taxing authorities for years before        2007. Any potential examinations may include questioning        the timing and amount of deductions, the nexus of income        among various tax jurisdictions and compliance with U.S.        federal, state and local tax laws. The Company's management        does not expect that the total amount of unrecognized tax        benefits will materially change over the next twelve        months.      

        RESULTS OF OPERATIONS      

        We had no revenues during the fiscal years ended December        31, 2011 and 2010, because (1) we did not fly aircraft in        passenger, charter, or freight service, and (2) we could        not sell tickets for those services.      

        Our general and administrative expenses increased by        $5,762,390 to $24,323,228 during fiscal year ended December        31, 2011 as compared to an increase of $7,157,352 during        the fiscal year ended December 31,2010. This decrease is primarily        attributable to the costs incurred in connection with air        carrier certification.      

        Primarily as a result of air carrier certification, we        incurred a net loss of $25,075,497 during the fiscal year        ended December 31, 2011 as compared to a net loss of        $19,394,527 during the fiscal year ended December 31, 2010.      

        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 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, 2011, we had cash of $57,390, an        increase of $4,550 from the cash balance of $52,840        reported at December 31,2010.        Our stockholders' equity was $2,457,590 at December 31,        2011, an increase of $170,637 from the balance of        $2,286,953 reported at December 31, 2010.      

        Our operating activities utilized $7,223,181 in cash during        the fiscal year ended December 31, 2011, an increase of        $2,814,817 from the $4,408,364 in cash utilized during the        fiscal year ended December 31, 2010.      

        Our financing activities provided $7,807,242 and $5,527,454        in cash during the fiscal year ended December 31, 2011 and        2010, respectively.      

        We had no significant planned capital expenditures,        budgeted or otherwise, as of December 31, 2011, except for        an investment of approximately $400,000 in our aircraft        enhancements and approximately $100,000 in office equipment        this year.      

        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      

        None      

#####         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 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.      

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, 2011.        In making this assessment, our management used the COSO        framework, an integrated framework for the evaluation of        internal controls issued by the Committee of Sponsoring        Organizations of the Treadway        Commission. Based on this evaluation, our management        concluded that, as of December 31, 2011, our internal        control over financial reporting was effective.      

        This annual report does not include an attestation report        of our registered public accounting firm regarding internal        control over financial reporting. Management's report was        not subject to attestation by our registered public        accounting firm pursuant to temporary rules of the SEC that        permit the company to provide only management's report in        this annual report.      

        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   | 56  | President, CEO, CFO, Chairman of the Board |  |
| Russell Thal      | 77  | Executive Vice President                   |  |
| Barry Clare       | 53  | Vice President Finance                     |  |
| Walter Kaplinsky  | 74  | Secretary, Director                        |  |
| AndrisRukmanis    | 50  | Vice President Europe, Director            |  |
| Vick Luis Bolanos | 52  | 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. Guiding, directing and        maintaining daily operations of the Company has been his full time occupation and        executive profession throughout the years. Prior to        founding Baltia Air Lines, Inc., in 1979, Mr. Dmitrowskyimmigrated from Latvia, learned the        English language, attended US university in engineering and        business, founded American Kefir Corporation, a dairy        distribution company, which completed a public offering in        1986 and from which he retired in 1987 and became a U.S.        Citizen. As a hobby he designed and began construction of a        personal flying machine, became a pilot and pursued an        interest in securities.      

        As of December 2011, Mr. Dmitrowsky had the language, culture        and social skills necessary to structure a business        involving both the United States and Russia. His        engineering and business education as well as the above        stated experience enables him to manage the various aspects        of an international airline.      

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

        Walter Kaplinsky

        Walter Kaplinsky, Director and        Corporate Secretary since 1993, has been a retired engineer        for the past six years, contributing his time to the        Company. Together with Mr. Dmitrowsky, Mr. Kaplinsky was a co-founder of        American Kefir Corporation, where he served full-time        professionally as Secretary and Vice President. As an emigre from Russia, he has        substantial knowledge of the culture which will be the        primary destination of the Company.      

        As of December 2011, Mr. Kaplinsky has knowledge of the        Company business operations and efforts, collaborating in        the development of the Company business plan since        inception, through its earlier efforts to commence        operations and to date. In exercising the functions of a        corporate Secretary, he served the Company diligently over        many years, and provides institutional memory and        experience with the problems and powers of the corporate        structure.      

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

AndrisRukmanis

AndrisRukmanis, 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. From 1988 through 1989, he was        Senior Legal Counsel for the Town of Adazhi in Riga County, Latvia. From        1989 to 1990, he served as Deputy Mayor of Adazhi.      

        As of December 2011, Mr. Rukmanis had the political        experience, legal education, and language as well as        cultural skills that were needed by the Company in light of        the Baltia's initial market in European foreign Soviet        controlled countries.      

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

        Vick Luis Bolanos

        Vick Luis Bolanos, has served as Director since 2009.        Mr. Bolanos is, and has been        since 1992, full-time President of Eastern Construction        & Electric, Inc. Since May 2005, Eastern has been the        Simplified Acquisition Base Engineering Requirements        (SABER) contractor. The USAF uses the SABER contractor to        fulfill engineering requirements on a variety of projects,        ranging from small renovations to large scale        infrastructure needs involving pipelines, electrical        substations, and life safety issues. Eastern is also        working on McGuire AFB for the Corps of Engineers under a        Basic Agreement to both design and build or install several        projects and is currently working for the Air Force at        Willow Grove Air Station and a Task Order Contract at Fort        Monmouth, New Jersey.      

        As of December 2011, Mr. Bolanos had the specific experience        of developing a company from the start as 8a. He        understands managing large projects to produce growth and        profit. He is familiar with working with government        agencies and has specific experience working projects in        the aviation field. These skills are critical to the        Company in light of Baltia's being a start-up company in        aviation with the need to initiate and bring to fruition        many projects to enable the Company to grow profitably.      

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

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

        Russell Thal

        Russell Thal, Executive Vice        President, joined the Company in year 2000 and his full        time occupation has been as Executive Vice President of the        Company where he has maintained his executive profession.        In 1958, he left the US Army and entered the civilian human        relations field. In 1964, he joined Ceabord World Airlines as Personnel        Manager. Soon was moved to Director of Crew Scheduling and        Dispatch and finished as interface with Military Airlift        Command for Ceabord. From 1980        to 1981 he was Director of Stations with responsibility for        hiring and outfitting all stations for the start-up New        York Air. In 1981, Mr. Thal        started Compuflight, Inc., and        served as President and Chairman until he retired in 2001.        Compuflight provided both        flight planning and engineering services to the airline        industry.      

        As of December 2011, Mr. Thal        had the specific experience in airline operations and        management to assist Baltia President Igor Dmitrowsky. He functions as head of        human resources, purchasing and provide all management        services required by the Company. Mr. Thal's experience and skills is        particularly needed as Baltia is starting up. A limited        number of people are required with skills in many fields.      

        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 it has been his full-time occupation and        profession for the past five years. From 2004 to 2006 Mr.        Clare owned his own business as        a full-time and profession investment banker. From 2001 to        2004 Mr. Clare had been Chief Operating Officer for Advance Plant Pharmaceuticals, Inc.        From 1995 to 1996, Mr. Clare served as Vice President of        Intermediaries, Inc., an investment banking firm.      

        As of December 2011, Mr. Clare had the specific experience        in raising capital that has been absolutely critical to the        Company's being able to purchase aircraft, hire specialized        experts for pursuing certifications, to enlarge the staff        and physical workplace, create and maintain a station in        St. Petersburg, Russia, and support the extensive travel        required to prepare for commencing international scheduled        flights. All this has been maintained financially over the        past five years with zero operating revenue.      

        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:      

        Baltia Air Lines, Inc., has had        only one recent nomination for director, Vick Luis Bolanos, who was nominated and chosen        as a director in 2009 because Baltia sought someone with        the skills stated above. The Baltia has four Board members.        Each has direct access to others and "hands on"        opportunities to advance the Company. Mr. Bolanos was unanimously selected to        replace the retiring Board member because he brought        insight, experience, and skills that had enabled him to        bring Eastern Construction & Electric, Inc. from        inception to a large company operating in several        geographic locations. Similar to the operations which Mr.        Bolanos has been a part of,        Baltia is a start-up with plans to become a large company        with stations in Russia and in several former Soviet        controlled countries.      

##### Item 11.Executive Compensation.

        No cash compensation has been paid to our executive        officers during the fiscal years ended December 31, 2010        and 2011, except $51,000 was paid to the Executive Vice        President in 2011.      

        During the fiscal year ended December 31, 2011, no        executive options were granted.      

        During the fiscal year ended December 31, 2011, no        executive stock options were exercised.      

        In 2011, the Company issued [X159,840,816X]        **248,393,998** shares of common stock to executive        officers, the shares recorded at fair value, awarded as        bonus fully earned and non-assessable, and containing no        future earned performance or forfeiture requirements. Of        this, [        X148,500,000X] **221,500.000** of        the shares, valued at $7.2 million, were issued to the        Company's President and CEO, Igor Dmitrowsky.      

        In 2010, the Company issued [X191,000,000X]        **262,180,000** shares of common stock to executive        officers, the shares recorded at fair value, awarded as        bonus fully earned and non-assessable, and containing no        future earned performance or forfeiture requirements. Of        this, 149,000,000 shared, valued at        $8,800,000 was issued to the Company's President and        CEO, Igor Dmitrowsky.      

        In 2009, the Company issued [X150,000,000X]        **115,000,000** shares of common stock to executive        officers, the shares recorded at fair value, awarded as        bonus fully earned and non-assessable, and containing no        future earned performance or forfeiture requirements. Of        this, [X116,000,000X]        **94,000,000** shares, valued at $5,308,000 was issued        to the Company's President and CEO, Igor Dmitrowsky.      

               

**SUMMARY COMPENSATION TABLE**

| Name & Principal                 Position  | Year                      | Base                 Salary | Bonus                 | Stock                 Awards*            | Option                 Awards* | Non-Equity                 Incentive Plan                 Compensation                 Earnings | Change in Pension                 Value and                 Nonqualified                 Incentive Plan                 Compensation | All Other                 Compensation | Total                                |
|------------------------------------------------|---------------------------|-----------------------------|-----------------------|------------------------------------------|--------------------------------|-------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------|--------------------------------------|
| Igor Dmitrowsky                 President, CEO | 2011                 2010 | $ 0                 0       | $ 0                 0 | **$7,200,000                 8,800,000** | $ 0                 0          | $ 0                 0                                                                           | $ 0                 0                                                                                                                | $ 0                 0                  | $7,200,000                 8,800,000 |
| Barry Clare                 Vice-President     | 2011                 2010 | 0                 0         | 0                 0   | 112,700                 1,782,230        | 0                 0            | 0                 0                                                                             | 0                 0                                                                                                                  | 0                 0                    | 112,700                 1,782,230    |
| RusellThal                 Vice-President      | 2011                 2010 | 51,000                 0    | 0                 0   | 392,000                 718,833          | 0                 0            | 0                 0                                                                             | 0                 0                                                                                                                  | 0                 0                    | 443,000                 718,833      |

        * These columns represent the grant date fair value of the        awards as calculated in accordance with FASB ASC 718 (Stock        Compensation). Pursuant to SEC rule changes effective        February 28, 2010, we are required to reflect the total        grant date fair values of the option grants in the year of        grant, rather than the portion of this amount that was        recognized for financial statement reporting purposes in a        given fiscal year which was required under the prior SEC        rules, possibly resulting in a change to the amounts        reported in prior Annual Reports.      

        EMPLOYMENT AGREEMENTS      

        The Company has no individual employment agreements with        any of its executive officers or employees.      

        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 the closing of financing        sufficient to commence flight operations, the rate of        compensation for the Company's executive officers is        expected to be:(i) President        $198,000, Executive Vice President $130,000, Vice President        Finance $120,000, (ii) Vice President Marketing        $110,000,and (iii) Vice President Europe $90,000. Board        directors are not presently compensated and shall receive        no compensation prior to commencement of revenue service.      

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

        As of April 10, 2012, there were 1,909,529 shares of common        stock, par value $0.0001 outstanding. The following table        sets forth, as of December 31, 2010, 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 7I Rego Park, NY                11374 | 621,662,766                                      | 36.18                                        |
| Russell Thal                 26 Ridge Drive Port                 Washington, NY 11050                           | 20,254,600                                       | 1.18                                         |
| Barry Clare                 4319 215th St.                 Bayside, NY 11361                                    | 73,499,998                                       | 4.3                                          |
| Vick Luis Bolanos                 633 Monroe St.                 Riverside, NJ 08075                            | 100,466,667                                      | 5.58                                         |
| Walter Kaplinsky                 2000 Quentin Rd.                 Brooklyn, NY 11229                            | 11,500,000                                       | 0.67                                         |
| AndrisRukmanisKundzinsala,                 8 Linija 9.                 Riga, Latvia LV-1005                     | 5,468,750                                        | 0.32                                         |
| Shares of all directors and                 executive officers as a                 group (5 persons)           | 832,852,781                                      | 48.48                                        |

##### 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 6 to the Financial Statements infra.      

##### Item 14.Principal Accountant Fees and        Services.

        In 2011, 2010, 2009 and 2008 the Company paid its        independent accountant $7,000 for services in providing an        audit of the previous year. All other Company accounting        and tax preparations have been done in house.      

#### PART IV.

##### Item 15.Exhibits and Financial Statements.

----

        APPENDIX A - FINANCIAL STATEMENTS and NOTES as filed on        June 20, 2012, Company's 10-K, and related XBRL exhibits        (101) incorporated by reference.      

----

####         OTHER EXHIBITS      

        3.1 Certificate of Incorporation of Baltia Air Lines, Inc.        (as amended October 21, 2010 and filed November 2, 2011)        Incorporated by reference to Exhibit 3.1 to Baltia Air        Lines Inc.'s reported on Form 10-K, 21 Dec 2011 from the        year ended December 31, 2010.      

        3.2.1 Bylaws of Baltia Air Lines, Inc. (amended in 2010 and        ratified May 18, 2011) Incorporated by reference to Exhibit        3.2.1 to Baltia Air Lines Inc.'s reported on Form 10-K, 21        Dec 2011 from the year ended December 31, 2010.      

        3.2.2 Bylaws of Baltia Air Lines, Inc. (amended and        ratified November 7, 2011) Incorporated by reference to        Exhibit 3.2.2 to Baltia Air Lines Inc.'s reported on Form        10-K, 21 Dec 2011 from the year ended December 31, 2010.      

#####         10. MATERIAL CONTRACTS      

        10.1 Aircraft Purchase Agreement of November 24, 2010        between Baltia Air Lines, Inc. And Kalitta Air, LLC with confidential        portion omitted and filed separately with the Commission        pursuant to a request for confidential treatment.        Incorporated by reference to Exhibit 10.1 to Baltia Air        Lines Inc.'s report on Form 10-K, 2 Mar 2012 from the year        ended December 31, 2010.      

        10.2.1 Lease Agreement between the Joint Stock Company,        Pulkovo Airport, and Baltia Air Lines, Inc. of February 11,        2010 with confidential portion omitted and filed separately        with the Commission pursuant to a request for confidential        treatment. Incorporated by reference to        Exhibit 10.2.to Baltia        Air Lines Inc's report on Form 10-K, 12 APR 2012 from the        year ended December 31, 2010.      

        10.3 Aircraft Purchase Agreement between Logistic Air, Inc. And Baltia        Air Lines, Inc. Dated August 12, 2009. with confidential        portion omitted and filed separately with the Commission        pursuant to a request for confidential treatment.        Incorporated by reference to Exhibit 10.3 to Baltia Air        Lines Inc.'s report on Form 10-K, 2 Mar 2012 from the year        ended December 31, 2010.      

        10.4 Fuel supply Agreement between Joint Stock Company        "SOVEX" and Baltia Air Lines, Inc. Of February 2, 2010 with        confidential portion omitted and filed separately with the        Commission pursuant to a request for confidential        treatment. Incorporated by reference to Exhibit 10.4 to        Baltia Air Lines Inc.'s reported on Form 10-K, 21 Dec 2011        from the year ended December 31, 2010.      

        10.5 Letter evidencing agreement that engines identified in        Item 10.6 below may be removed from N705BL and installed on        N706BL. Incorporated by reference to Exhibit 10.5 to Baltia        Air Lines Inc.'s reported on Form 10-K, 21 Dec 2011 from        the year ended December 31, 2010.      

        10.6 Engine Lease Agreement between Logistic Air, Inc. and        Baltia Air Lines, Inc. Dated January 15, 2010 with        confidential portion omitted and filed separately with the        Commission pursuant to a request for confidential        treatment. Incorporated by reference to Exhibit 10.6 to        Baltia Air Lines Inc.'s reported on Form 10-K, 12 Apr 2012        from the year ended December 31, 2010.      

        10.7 Product and Services Agreements between Navtech Systems Support Inc. and        Baltia Air Lines, Inc. dated January 15, 2010 with        confidential portion omitted and filed separately with the        Commission pursuant to a request for confidential        treatment. Incorporated by reference to Exhibit 10.7 to        Baltia Air Lines Inc.'s reported on Form 10-K, 21 Dec 2011        from the year ended December 31, 2010.      

        10.8.1 Customs Clearance Agreement between ZAO Cargo        Terminal Pulkovo and Baltia Air Lines, Inc.dated June 1, 2010 with        confidential portion omitted and filed separately with the        Commission pursuant to a request for confidential        treatment. Incorporated by reference to Exhibit 10.8.1 to        Baltia Air Lines Inc.'s reported on Form 10-K, 2 Mar 2012        from the year ended December 31, 2010.      

        10.8.2 Customs Clearance Agreement between ZAO Cargo        Terminal Pulkovo and Baltia Air Lines, Inc.dated June 1, 2010 with        confidential portion omitted and filed separately with the        Commission pursuant to a request for confidential        treatment. Incorporated by reference to Exhibit 10.8.2 to        Baltia Air Lines Inc.'s reported on Form 10-K, 21 Dec 2011        from the year ended December 31, 2010.      

        10.9.1 Ground Handling Agreement at Pulkovo Airport between        ZAO Cargo Terminal Pulkovo and Baltia Air Lines, Inc. dated        January 2004 with confidential portion omitted and filed        separately with the Commission pursuant to a request for        confidential treatment. Incorporated by reference to        Exhibit 10.9.1 to Baltia Air Lines Inc.'s reported on Form        10-K, 2 Mar 2012 from the year ended December 31, 2010.      

        10.9.2 Ground Handling Agreement at Pulkovo Airport between        ZAO Cargo Terminal Pulkovo and Baltia Air Lines, Inc. dated        January 2004 with confidential portion omitted and filed        separately with the Commission pursuant to a request for        confidential treatment. Incorporated by reference to        Exhibit 10.9.2 to Baltia Air Lines Inc.'s reported on Form        10-K, 2 Mar 2012 from the year ended December 31, 2010.      

        10.10 First Amendment to Product and Services Agreements        between Navtech Systems Support        Inc. and Baltia Air Lines, Inc. dated January 15, 2010        Incorporated by reference to Exhibit 10.10 to Baltia Air        Lines Inc.'s reported on Form 10-K, 30 Mar 2012 from the        year ended December 31, 2011.      

        10.11 Flight Training Services Agreement between Pan Am        International Flight Academy and Baltia Air Lines, Inc.        dated April 19, 2011. Incorporated by reference to Exhibit        10.11 to Baltia Air Lines Inc.'s reported on Form 10-K, 30        Mar 2012 from the year ended December 31, 2011.      

        10.12 Access and System and Data Use Agreement between        Sabre Inc., and Baltia Air        Lines, Inc. dated September 21, 2011. Incorporated by        reference to Exhibit 10.12 to Baltia Air Lines Inc.'s        reported on Form 10-K, 30 Mar 2012 from the year ended        December 31, 2010.      

        10.13.1 Insurance Hull and Liability Policy UA00004495AV09A        dated December 2009 through December 2010. Incorporated by        reference to Exhibit 10.13.1 to Baltia Air Lines Inc.'s        reported on Form 10-K, 12 Apr 2012 from the year ended        December 31, 2010.      

        10.13.2 Insurance Hull and Liability Policy UA00004495A VI        OA, dated December 2010 through December 2011. Incorporated        by reference to Exhibit 10.13.2 to Baltia Air Lines Inc.'s        reported on Form 10-K, 2 Mar 2012 from the year ended        December 31, 2010.      

        10.14 Ground and Passenger Handling at JFK International        Airport Agreement between Swissport North America, Inc. and        Baltia Air Lines, Inc. with confidential portion omitted        and filed separately with the Commission pursuant to a        request for confidential treatment. Incorporated by        reference to Exhibit 10.14 to Baltia Air Lines Inc.'s        reported on Form 10-K, 2 Mar 2012 from the year ended        December 31, 2010.      

        NOTE: Pursuant to 17 CFR 240.24b-2, confidential        information has been omitted from certain of the appended        exhibits and has been filed separately with the Securities        and Exchange Commission pursuant to a Confidential        Treatment Request filed with the Commission.      

        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: June 20, 2012      

        /s/ Igor Dmitrowsky        By: Igor Dmitrowsky, President,        CEO and CFO      

        Pursuant to the requirements of the Securities Exchange Act        of 1934, this report has been signed below by the following        persons on behalf of the registrant and in the capacities        and on the dates indicated.      

| SIGNATURE                                                                                                                                         | TITLE                    | DATE          |
|---------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------|---------------|
| /s/ Igor Dmitrowsky                Igor Dmitrowsky                 (Principal Executive Officer                 and Principal Accounting Officer) | Chairman, CEO and CFO    | June 20, 2012 |
| /s/ Walter Kaplinsky                 Walter Kaplinsky                                                                                             | Secretary and Director   | June 20, 2012 |
| /s/ AndrisRukmanisAndrisRukmanis                                                                                                                  | V.P. Europe and Director | June 20, 2012 |
| /s/ Vick Luis Bolanos                 Vick Luis Bolanos                                                                                           | Director                 | June 20, 2012 |

----

####         Exhibit 31.1      

#####         BALTIA AIR LINES INC.        CERTIFICATION PURSUANT TO        18 U.S.C. SECTION 1350,        AS ADOPTED PURSUANT TO        SECTION 302 OF THE SARBANES-OXLEY        ACT OF 2002      

        I, Igor Dmitrowsky, certify        that:      

        1. I have reviewed this annual report on Form 10-K 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 registrant as        of, and for, the periods presented in this report;      

        4. The registrant'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)) and internal controls over        financial reporting (as defined in Exchange Act Rules 13a-        15(f) and 15d-15(f))for the registrant 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 registrant, 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) Designed such internal control over financial        reporting, or caused such internal control over financial        reporting to be designed under our supervision, to provide        reasonable assurance regarding the reliability of financial        reporting and the preparation of financial statements for        external purposes in accordance with generally accepted        accounting principles;      

        (c) Evaluated the effectiveness of the registrant'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      

        (d) Disclosed in this report any change in the registrant's        internal control over financial reporting that occurred        during the registrant's most recent fiscal quarter (the        registrant's fourth fiscal quarter in the case of an annual        report) that has materially affected, or is reasonably        likely to materially affect, the registrant's internal        control over financial reporting; and      

        5. The registrant's other certifying officer(s) and I have        disclosed, based on our most recent evaluation of internal        control over financial reporting, to the registrant's        auditors and the audit committee of the registrant'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 registrant'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 registrant's internal control over financial        reporting.      

        Date: June 20, 2012      

        /s/ Igor Dmitrowsky Chairman,        CEO and CFO June 20, 2012        Igor Dmitrowsky (Principal        Executive Officer)      

        /s/ Igor Dmitrowsky Chairman,        CEO and CFO June 20, 2012        Igor Dmitrowsky (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 Annual Report for Baltia Air Lines,        Inc. (the "Company") on Form 10-K for the period ended        December 31, 2011 as filed with the Securities and Exchange        Commission on the date hereof (the Report),      

        I, Igor Dmitrowsky, 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: June 20, 2012      

        /s/ Igor Dmitrowsky Chairman,        CEO and CFO June 20, 2012        Igor Dmitrowsky (Principal        Executive Officer)      

        /s/ Igor Dmitrowsky Chairman,        CEO and CFO June 20, 2012        Igor Dmitrowsky (Principal        Accounting Officer)