UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
- AS AMENDED: January 23, 2003 -
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
BALTIA AIR LINES, INC. (Baltia)
(Exact name of registrant as specified in its charter)
STATE of NEW YORK 11-2989648
(State of Incorporation) (IRS Employer Identification No.)
63-25 SAUNDERS STREET, SUITE 7 I, REGO PARK, NY 11374
(Address of principal executive offices)
Registrant's telephone number, including area code: (718) 275 5205
Securities Registered: 12 G #O-28502,
Common Stock
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
and (2) has been subject to such filing requirements for the past 90
days. [x] yes [] no
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in part III of this Form 10-KSB or any amendment to this
Form 10-KSB. [x]
Baltia has not commenced revenue operations to date. Registrant's
revenues for its fiscal year 2001: $-0-
The aggregate market value of the voting common equity held by
non-affiliates computed by reference to the price at which the
common equity was sold on February 14, 2002: $0.80
Class Number Outstanding
Common Stock - Par Value $.0001 Per Share 48,679,757
Preferred Stock - $.01 Per Share 275,250
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of
1,000,000,000 shares of Common Stock, $.0001 par value per share,
and 2,000,000 shares of Preferred Stock, $.01 par value. As of
December 31, 2001, a total of 48,679,757 shares of Common Stock are
issued and outstanding and held by over 100 shareholders. A total
of 275,250 shares of Preferred Stock are issued and outstanding. No
stock was issued under 333-21006-NY and all securities registered
therein are carried forward into Registration 333-37409, a firm
commitment offering. Registration 333-37409 was effective 2/12/99
and, thereafter, issuer's stock reverted back to the Company when
all public purchases from the underwriter's inventory were denied
clearance by the clearing agency arbitrarily and without notice or
rationale.
Common Stock
All outstanding shares of Common Stock are, and the shares offered
hereby will be, duly authorized, validly issued, fully paid and
non-assessable. Holders of Common Stock are entitled to receive
dividends, when and if declared by the board of directors, out of
funds legally available therefor and, subject to prior rights of
holders of any Preferred Stock then outstanding, if any, to share
rateably in the net assets of the Company upon liquidation. Holders
of Common Stock do not have preemptive or other rights to subscribe
for additional shares, nor are there any redemption or sinking fund
provisions associated with the Common Stock. The Certificate of
Incorporation does not provide for cumulative voting. Shares of
Common Stock have equal voting, dividend, liquidation and other
rights, and have no preference, exchange or appraisal rights.
Lack of Control by Minority Shareholders
Holders of shares of Common Stock are entitled to one vote per share
on all matters requiring a vote of stockholders. Since the Common
Stock does not have cumulative voting rights in electing directors,
the holders of a majority of the outstanding shares of Common Stock
voting for the election of directors can elect all of the directors,
excepting one board seat reserved for a future underwriter's
nominee, if required by the underwriter.
Stock Transfer Agent
The Transfer Agent and Registrar for the shares of Common Stock is
Continental Stock Transfer and Trust Company, 17 Battery Place, 8th
Floor, New York, NY 10004, telephone: (212) 509-4000.
Warrants
The Company registered Redeemable Purchase Warrants, effective
February 12, 1999. None have been issued.
Purchase and Sale of Warrants
No assurance can be given that a trading market for the Warrants
will develop, or if one does develop, whether it will sustain or at
what price the Warrants will trade.
Representative's Warrants
No Representative's Warrants were issued.
Preferred Stock
The Company has authorized 500,000 Preferred Shares which may be
issued from time to time, as authorized by the board of directors.
Preferred shares have $.01 par value and no voting rights. As of
the present date 275,250 shares of Preferred Stock are outstanding.
BALTIA IS A CORPORATE ISSUER
The number of shares outstanding of each of the issuer's classes of
common equity, as of December 31, 2001:
Class Number of Shares
Common Stock Par Value $.0001 Per Share 48,679,757
Preferred Stock Par Value $.10 Per Share 275,250
Transitional Small Business Disclosure Format (Check one): No [X]
DOCUMENTS INCORPORATED BY REFERENCE
PART I
Item 1. Description of Business.
The Company was organized in the State of New York, August 24,
1989 to provide air transportation to Russia and, the then, Soviet
Union countries. For one of the past three years, the Company was
preparing authorities, licenses, personnel, equipment, and financing
to commence flight operations. At the beginning of 1999 the Company
had all variables in place for commencing revenue service and needed
only working capital to meet the U.S. Department of Transportation's
regulatory requirement, i.e. cash equal to an average 1/4 of total
annual expenses assuming zero revenue on the proposed Boeing 747
nonstop flights between New York and St. Petersburg, Russia. This
amount was to be obtained from the Company's Initial Public
Offering. The underwriter had indications for the full offering and
offered the full amount of the offering to his exclusive clearing
agency. The tender was refused. The clearing agency, a division of
CIBC Oppenheimer Corp., selectively and without rationale or notice
arbitrarily refused access to clear the Company's registered stock.
Without the required working capital, the Company was unable to
commence revenue flights, released its rights to the Boeing 747
aircraft, and closed its airport operations base. The US Department
of Transportation terminated the Company's route authority without
prejudice to reapply when financing was in hand.
The Company expects to maintain over the next twelve months. In the
absence of outside investors, management is foregoing compensation
and expects to contribute administrative costs incurred in
developing another approach to alternate funding and in supporting
the suit against CIBC. The Company also plans to apply for listing
on the pink sheets and, subsequently, on the bulletin board.
The Company plans no product research or development at this time
and no equipment purchases or sales. There is no significant
change, and none expected, in the personnel disclosed in
Registration Statement 333-37409.
The change in aggregate financial data during this year reflects the
relatively small administrative costs that were incurred and added
to the pre-launching costs disclosed in the Registration Statement
333-37409.
Item 2. Description of Property.
See Part I, Item 1. Note 3 to Financial Statement
Item 3. Legal Proceedings.
On February 8, 1999 the Company brought suit in the New York
Supreme Court, First Department against the Canadian Imperial Bank
of Commerce and its wholly-owned subsidiary, CIBC Oppenheimer Corp.,
to compel access to clearance or for damages if access were not
timely provided in order to preserve the Company's public offering.
The action was dismissed on May 13, 1999. Appeal was made to the
Appellate Division of that court which affirmed the decision below
on June 8, 2000, but stated it lacked jurisdiction to consider
violations of the Securities Exchange Act. On August 10, 2000, the
Company's request for Reargument was summarily denied. The Company
petitioned the Court of Appeals of New York for leave to Appeal
which was summarily denied on November 21, 2000.
On February 1, 2000,in the US District Court for the Southern
District of New York, the Company sued on securities violations and
RICO and requested ancillary jurisdiction over the state causes of
action. Respondents answered with a Motion to Dismiss which was
summarily granted on June 16, 2000, affirmed on appeal and the
Company petitioned the U.S. Supreme Court for certiarori on the
grounds that the investor has no administrative or judicial remedy
against a clearing agency for damages resulting from the clearing
agency's conduct prohibited by a federal statute, i.e.
Section17A(b)(6)of the Securities Exchange Act of 1934.
Item 4. Intentionally Omitted.
PART II.
Item 5. Market for Common Equity and Related Stockholder Matters.
There is no public trading market. Registrant has 150 holder's
of common equity. No dividends have been paid and it is anticipated
that none will be paid during the year 2002.
Date, title and amount of securities sold over the past three
years are presented in "Statements of Changes in Shareholders
Equity" of the financial statement. There has been no underwriters.
Shares have been sold to family, principle management, and
accredited investors. No discounts or commissions were paid on
securities sold for cash. Otherwise securities were sold for
services rendered to the Company, as the Company has made no other
management compensation. Registrant issued securities under the
Section4(2)exemption.
Item 6. Management's Discussion and Analysis or Plan of Operation.
The Company will proceed with obtaining alternate funds by
which to effect its plan to initiate nonstop direct flights between
New York and St. Petersburg, Russia, using Boeing 747 aircraft to
carry three-class passengers, cargo and mail as has been fully
described in Registration Statement 333-037409. If funding is
obtained and timing is appropriate within the next twelve months,
the Company will resume its flight operations plan. Concurrently,
the company will seek resolution through the courts and/or agencies
to prevent any clearing agency from selectively and arbitrarily
refusing the Company access to clear trade of its registered
securities.
Item 7. Financial Statements.
WANT & ENDER
C.P.A. P.C.
Certified Public Accountants
MARTIN ENDER CPA
STANLEY Z. WANT CPA CFP
Independent Auditor's Report
To the Shareholders' and Board of Directors of:
Baltia Air Lines, Inc
63 25 Saunders Street, #7I
Rego Park, NY 11374
We have audited the accompanying balance sheets of Baltia Air Lines,
Inc. as at December 31, 2001 and 2000 and the related statements of
operations, retained earnings and cash flows for the years then
ended. These financial statements are the responsibility of the
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We have conducted our audit in accordance with generally accepted
auditing standards. These standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also
includes examining on a test basis evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe our audit provides 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, 2001 and 2000, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
Baltia Air Lines, Inc. has not estimated the remaining lives and
replacement costs of the common property and, therefore, has not
presented the Supplementary Information on Future Major Repairs and
Replacements that the American Institute of Certified Public
Accountants has determined is required to supplement, although not
required to be a part of, the basic financial statements.
MARTIN ENDER (signed)
Martin Ender
Want & Ender CPA, P.C.
Certified Public Accountants
New York, NY
February 13,2002
386 PARK AVENUE SOUTH - SUITE 1618 NEW YORK, NY 10016
TEL 212.684.2414 - FAX 212 684-5433 - EMAIL: WECPAPC@SPRYNET.COM
BALTIA AIR LINES, INC.
BALANCE SHEETS
DECEMBER 31, 2001 and 2000
(Audited)
ASSETS
2001 2000
Current Assets
Cash $ 3,204 $ 3,627
Total Current Assets $ 3,204 $ 3,627
Fixed Assets
Property, Plant and Equipment
Property, Plant and Equipment 89,656 89,656
Less: Accumulated Depreciation (44,828) (32,020)
Net Property, Plant and Equipment 44,828 57,636
Other Assets
Premedia Costs 52,812 158,436
Total Other Assets 52,812 158,436
TOTAL ASSETS $ 100,844 $ 219,699
The accompanying notes are an integral part of the financial
statements.
BALTIA AIR LINES, INC.
BALANCE SHEETS
DECEMBER 31, 2001 and 2000
(Audited)
LIABILITIES AND STOCKHOLDERS EQUITY
2001 2000
Current Liabilities
Accounts Payable $ 3,879 36,568
Total Current Liabilities 3,879 36,568
Other Liabilities
Officers Loan - 117,000
Total Other Liabilities - 117,000
Stockholders Equity
Common Stock - 4,868 423
(100,000,000 shares authorized,
4,007,083 issued)
Preferred Stock - 2,753 2,753
(2,000,000 shares authorized,
275,250 shares issued)
Paid-in-Capital 8,138,593 7,986,730
Prepaid Media Costs 0 0
Retained Earnings (8,049,149) (7,923,675)
Less: Treasury Stock (100) (100)
Total Stockholders Equity 96,965 66,131
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 100,844 $ 219,699
The accompanying notes are an integral part of the financial
statements.
BALTIA AIR LINES, INC.
STATEMENTS OF INCOME AND EXPENSES
YEARS ENDED DECEMBER 31, 2001 and 2000
(Audited)
2001 2000
Expenses
Depreciation $ 12,808 $ 12,808
General and Adm Expenses - 16,742
Professional Fees 6,544 6,701
FAA Cert Fee - -
Media Costs 105,624 105,624
Total Expenses 124,976 141,875
Net Income (Loss) Before Income Taxes (124,976) (141,875)
Income Taxes
Federal Income Tax - -
New York State Franchise Tax 198 495
New York City Corp Tax 300 300
Total Income Taxes - -
Net Income (Loss) For The Year $ (125,474) (142,670)
The accompanying notes are an integral part of the financial
statements.
BALTIA AIR LINES, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2001
(Audited)
Preferred Stock Common Stock
Additional Paid-
Shares Par Value Shares Par Value In Capital
Balance as at December 31, 1998 80,000 $ 800 14,247,912 $ 1,425 $ 7,870,179
1999 Issuance of Preferred Stock 195,250 1,953 - - -
1999 Issuance of Common Stock - - 13,629,952 1,363 63,646
Balance as at December 31, 1999 275,250 $ 2,753 27,877,864 $ 2,788 $ 7,933,825
2000 Issuance of Common Stock - - 31,717 3 52,905
Balance December 31, 2000 275,250 $ 2,753 27,909,581 $ 2,791 $ 7,986,730
2001 Issuance of Common Stock - - 20,770,176 2,077 151,838
Balance December 31, 2001 275,250 $ 2,753 48,679,757 $ 4,868 $ 8,138,568
The accompanying notes are an integral part of the financial statements.
BALTIA AIR LINES, INC.
COMPARATIVE STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001 AND 2000
(Audited)
2001 2000
Cash Flows from Operations
Net Income $ (125,474) $ (142,670)
Adjustments to reconcile net income to
net cash provided by operations
Depreciation 12,808 12,808
Change in Premedia costs 105,624 105,624
Change in Accounts Payable (32,689) (23,000)
Change in Officers Loan (117,000) (5,000)
--------- -------
Total Adjustments (31,257) 90,432
--------- -------
Net Cash Provided by Operations (156,731) (52,238)
Cash Flows From Financing Activities
Paid in Capital 156,037 52,905
Common Stock issued at par value 271 25
Preferred Stock issued at par value - -
Treasury Stock purchased - -
--------- -------
Net Increase (Decrease) in Cash Equivalents (423) 692
Cash and Cash Equivalents - Beginning 3,627 2,935
--------- -------
CASH AND CASH EQUIVALENTS - ENDING $ 3,204 $ 3,627
--------- -------
The accompanying notes are an integral part of the financial statements.
BALTIA AIR LINES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
I. ORGANIZATION, NATURE OF OPERATIONS, GOING CONCERN
CONSIDERATIONS
(A) Organization
The Company was incorporated under the laws of the state
of New York on August 24, 1989.
(B) Nature of Operations
The Company was formed to provide commercial, passenger,
cargo and mail air transportation between New York and Russia.
Since inception, the Company's primary activities have
been raising of capital, obtaining financing and obtaining Route
Authority and approval from the U.S. Department of Transportation.
The Company has not yet commenced revenue producing activities.
Accordingly, the Company is deemed to be a Development Stage Company.
2. ACCOUNTING POLICIES
(A) Cash and Cash Equivalents
The Company considers cash and cash equivalents to be
all short term investments which have an initial maturity of three
months or less.
(B) Property and Equipment
The cost of property and equipment is depreciated over
the estimated useful lives of the related assets. Leasehold
improvements are depreciated over the lesser of the term of the
related lease or the estimated lives of the assets. Depreciation
is computed on the straight-line method for financial reporting
purposes and tax purposes.
(E) Income Taxes
Deferred income taxes assets and liabilities are
computed based on temporary differences between the financial
statement and income tax bases of assets and liabilities using the
enacted marginal income tax rate in effect for the year in which
the differences are expected to reverse. Deferred income tax
expenses or credits are based on the changes in the deferred
income tax assets or liabilities from period to period.
3. PROPERTY and EQUIPMENT
Property and equipment at December 31, 2001 (audited)
consisted of the following;
Office Equipment $53,406
Furniture & Fixtures 6,782
Automobiles 29,465
Total 89,656
Less, Accumulated Depreciation (44,828)
Total Property and Equipment $44,828
BALTIA AIR LINES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
3. PROPERTY and EQUIPMENT (Continued)
The useful lives of property and equipment for purposes
of computing depreciation are;
Office equipment 5-7 years
Automobiles 5 Years
5. RELATED PARTY TRANSACTIONS
On June 30, 1997 Steffanie Lewis was issued 125,000
restricted common shares, as negotiated with the management of
the Company, in exchange for the total due to her, in the amount
of $1,624,432.
On June 23, 1997 Igor Dmitrowsky, President of the
Company and a shareholder, relinquished the amount due to him
totaling $22,142. Accordingly, the Company has recorded
Contributed Capital in the amount of $22,142.
On March 30, 1998, Various shareholders including Igor
Dmitrowsky, President of the Company relinquished the amounts due
them totaling $160,983. Accordingly, the Company recorded
Contributed Capital in the amount of $160,983.
On September 1998, Igor Dmitrowsky, President of the
Company and a shareholder, relinquished the amount due to him
totaling $45,711. Accordingly, the Company has recorded
Contributed Capital in the amount of $45,711.
On September 1998, Leonard Becker, a shareholder,
relinquished the amount due to him totaling $57,000. Accordingly,
the Company has recorded Contributed Capital in the amount of
$57,000.
6. INCOME TAXES
At December 3l, 2001 the Company has a net operating
loss carry forward of $7,001,186, which is available to offset
future taxable income. The Company is still liable for certain
minimum state and city taxes.
As of December 31, 2001, a net deferred tax benefit has
not been reflected to record temporary differences between the
amount of assets and liabilities recorded for financial reporting
and income tax purposes due to the establishment of a 100%
valuation allowance relating to the uncertainty of recoverability.
BALTIA AIR LINES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
7. STOCKHOLDERS' DEFICIT
(A) Stock Options
In 1992, the Company granted options to purchase 43,583
restricted shares of common stock, at $80.00 per share, to certain
private investors. These options expire upon the passing of thirty
full calendar months after the Company has made a public sale of
securities in compliance with the Securities Act of 1933, as
amended, or the passing of twenty years from date of said
agreements, whichever is earlier. As of December 3l, 1998 [2001],
no options have been exercised.
(B) Retirement or Stock
On November 4, 1992, the Company issued 10,416
restricted shares of stock for $500,000 to a private investor. On
November 24, 1992, these shares were repurchased for the same
amount from the investor and subsequently retired.
(C) Acquisition of Common Treasury Stock
On September 28, 1998 the Company purchased from Igor
Dmitrowsky, president of the Company, 833,333 common shares for
$100 and has granted him an option to repurchase 1,000,000 common
shares from the Company at $100 upon the completion or the
Company's inaugural flight or upon the exercise of any warrants,
whichever occurs first.
(D) Reverse Stock Split
On August 24, 1995, the Board of Directors authorized
and the majority of the current shareholders ratified a ten for
one reverse stock split of the Company's $.0001 par value common
stock.
On December 31, 1997, the Board of Directors authorized
and the majority of the current shareholders ratified a two for
one reverse stock split of the Company's $.000l par value common
stock.
On September 29, 1998, the Board of Directors authorized
and the majority of the current shareholders ratified a one and
two tenths (1.2) for one reverse stock split of the Company's
$.0001 par value common stock.
All references in the accompanying financial statements
to the number of common shares, warrants and per share amounts
have been restated to reflect the reverse stock splits.
(E) Preferred Shares
On December 7, 1998, the Company amended its Articles of
Incorporation thereby, increasing the authorized aggregate number
of preferred stock shares from 15,000 preferred stock shares at
no par value to 500,000 preferred stock shares at $.01 par value.
(F) Contributed Capital
The Company has recorded service contributions from
certain key officers who have worked for and on behalf of the
Company. The service contribution amounts have been calculated
based on an a normal rate of compensation, on either a full or
part time basis, as based on the number of hours worked by each
individual.
BALTIA AIR LINES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
7. STOCKHOLDERS DEFICIT - (CONTINUED)
The Company maintains no obligation, present or
future, to pay or repay for any and all service contributions
received. ccordingly, the Company has not recorded a liability
for, accrued for, and/or accounted for any monetary reserves in
connection with the service contributions.
On June 23, 1997, certain of the Company's management
relinquished the amount due them for back-pay totaling $270,928
Accordingly, the Company has recorded Contributed Capital in the
amount of $270,928.
Item 8. Intentionally Omitted.
PART III
Item 9. Directors, Executive officers, Promoters and Control
Persons:
MANAGEMENT
Executive Officers and Directors
The following table summarizes certain information with respect
to the executive officers and directors of the board :
Name Age Position
Igor Dmitrowsky . . . . 46 President, CEO, Director of the Board
Walter Kaplinsky . . . 62 Secretary and Director of the Board
Andris Rukmanis . . . . 39 V.P. Europe and Director of the Board
Anita Schiff-Spielman 46 Director of the Board
Brian Glynn . . . . . . 55 Vice President Marketing
(1) The bylaws limit the number of directors on the
board to a maximum of four, with a provision that an
additional seat on the board is created for a future
Underwriter's designee for a period of five years, if
required by the underwriter. Officers and Directors
have a one year term and are elected at, and after, the
Annual Meeting in August.
Igor Dmitrowsky, President and Chief Executive Officer, founded
the Company and served as Chairman of the Board from its
inception
in August 24, 1989 to date. Mr. Dmitrowsky, a US citizen, born
in Riga, Latvia, attended the State University of Latvia from
1972 to 1974 and Queens College from 1976 through 1979. In 1979,
he founded American Kefir Corporation, a dairy distribution
company, which completed a public offering in 1986, and from
which he retired in 1987. Mr. Dmitrowsky has financed aircraft
and automotive projects, speaks fluent Latvian and Russian, and
has traveled extensively in the republics of the former Soviet
Union. In 1990, he testified before the House Aviation
Subcommittee on the implementation of United States' aviation
authorities by US airlines.
Walter Kaplinsky, a US citizen, has been with the Company since
1990. Mr. Kaplinsky has been corporate secretary and a director
of the board since 1993. In 1979, together with Mr. Dmitrowsky,
Mr. Kaplinsky was one of the co-founders of American Kefir
Corporation, where from 1979 through 1982, Mr. Kaplinsky served
as secretary and vice president.
Brian Glynn, a US citizen, is V.P. of Marketing and Service. He
joined the Company in 1990. Mr. Glynn has a background in
marketing and public relations. From 1982 through 1989, Mr. Glynn
was Vice President of American Kefir Corporation and was
responsible for the introduction and marketing of the company's
product in the New York market.
Andris Rukmanis, a citizen of Latvia, is the Company's Vice
President in Europe. Mr. Rukmanis joined the Company in 1989.
In Latvia, Mr. Rukmanis has worked as an attorney specializing in
business law. 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.
Anita Schiff-Spielman, a US citizen, serves as a director of the
board. She has been associated with the Company since its
inception in 1989. Ms. Schiff-Spielman has owned Schiff Dental
Labs, New York, NY, for the past seventeen years.
Item 10. Executive Compensation. Management, Compensation.
Employment Agreements
The Company has no individual employment agreements.
Compensation
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:(i)
President $186,000, (ii) Vice President Marketing $82,000,and
(iii) Vice President Europe $68,000. To this date, the Company
has paid officers no salaries. Board directors are not presently
compensated and shall receive no compensation prior to
commencement of revenue service.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
Principal Stockholders.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of December 31, 2001, 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 sole voting and
investment power with respect to all shares shown as beneficially
owned by such person.
Common Shares
Beneficially Owned Percent of Total
Directors and Officers
Igor Dmitrowsky . . . . . . 24,422,825 50.17%
63-26 Saunders St., Suite 7I
Rego Park, NY 11374
Walter Kaplinsky . . . . . 3,717,294 7.64%
2000 Quentin Rd.
Brooklyn, NY 11229
Brian Glynn . . . . . . . . 641,662 1.32%
22 Henry St.
Basking Ridge, NJ 07920
Andris Rukmanis . . . . . . 638,750 1.31%
Kundzinsala, 8 Linija 9.
Riga, Latvia LV-1005
Anita Schiff-Spielman . . . 13,118 0.03%
1149 Kensington Rd.
Teaneck, NJ 07666
Counsel
Steffanie J. Lewis . . . . . 5,623,331 11.55%
3511 North 13th St.
Arlington, VA 22201
Item 12. Certain Relationships and Related transactions.
Certain Transactions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the first quarter, for services rendered, 1,396,000 share
were issued to President and CEO, Igor Dmitrowsky; 245,000 were
issued to Legal Counsel, Steffanie J. Lewis; and 210,000 were
issued to Secretary, Walter Kaplinsky. Excepting those
transactions and those identified in Part I, Note 5 to Financial
Statement accompanying the audit of year 2001, and shares issued
for services reported in 10QSB for the third quarter of year 2000,
no officers or directors hold Company
shares purchased since March 4, 1995. All securities previously
purchased by officers and directors were purchased for fair
market value at the time they were purchased. There are no
incentive plans. Options to purchase an equal number of common
shares at par value were authorized by the Shareholders at
Annual Meetings on August 24, 1999 and August 24, 2000. Full
disclosure has been reported on the appropriate Form 10-QSB. No
options have been exercised to date.
Item 13. Intentionally omitted.
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., Registrant
Date: 1-23-2003 _______ IGOR DMITROWSKY _______
By: Igor Dmitrowsky, President
Date: 1-23-2003 _______ WALTER KAPLINSKY ______
By: Walter Kaplinsky, Secretary
[bltk01a2.txt/2003-01-23]